Financial Performance - For the years ended December 31, 2024 and 2023, the company's net losses were $8.8 million and $12.7 million, respectively, with non-cash charges of approximately $2.7 million and $6.6 million included in those losses [19]. - The company has made substantial progress in expanding its operational footprint at its Osceola, Arkansas facility, including final assembly and battery balancing [58]. - The Company does not currently face material market risks such as interest rate fluctuation or foreign currency exchange risk [307]. - The Company anticipates that international selling, marketing, and administrative costs related to foreign sales will be largely denominated in the same foreign currency, mitigating foreign currency exchange risk exposure [308]. Acquisitions and Partnerships - The company completed the Maddox Acquisition on December 18, 2024, issuing 3,100,000 shares of common stock and potentially up to $1 million in cash payments based on revenue performance during the Earnout Period [21]. - The Exclusive Distribution Agreement with EEVI ensures product supply and design consistency until December 17, 2070 [68]. - The Company has entered into a purchase agreement for a manufacturing facility in Osceola, Arkansas, but the transaction has not yet closed [117]. - The Arkansas Economic Development Commission proposed up to $27 million in incentives for the Company's operations, pending approvals and performance thresholds [118]. Market Trends and Projections - In 2023, nearly 14 million new electric vehicles were registered globally, a 35% year-on-year increase, with electric vehicle sales accounting for 18% of all cars sold globally [26]. - The global market for hybrid and electric cars is projected to follow a double-digit growth trend from 2023 to 2028, with Asia-Pacific and Europe leading in adoption [26]. - The transition to electric heavy-duty vehicles is expected to result in lower total costs of ownership by 2030, making them more attractive than diesel counterparts [33]. - The electric vehicle market remains highly competitive, with traditional manufacturers and new entrants vying for market share amid significant operational challenges [72]. Infrastructure and Charging Needs - The U.S. will need 2.13 million Level 2 and 172,000 Level 3 chargers by 2030 to support electric vehicle infrastructure [28]. - Upfront costs for electric trucks and buses are expected to decline significantly through 2030 as battery prices fall, making them competitive on a total cost of ownership basis [40]. Regulatory and Incentive Programs - The Advanced Clean Truck Regulation requires truck manufacturers to sell increasing percentages of zero-emission trucks starting with the 2024 model year, although the status of this regulation remains uncertain [23]. - Federal tax credits for electric vehicles include $7,500 for vehicles under 14,000 lbs and up to $40,000 for commercial vehicles over 14,000 lbs [42]. - California offers point-of-sale vouchers ranging from $20,000 to over $120,000 per eligible Class 4–8 vehicle [57]. - The Clean Truck and Bus Voucher Incentive Project (HVIP) has allocated over $1.7 billion for clean transportation incentives, with $80 million approved for the 2023-2024 fiscal year [80]. - Zero-emission Class 3 trucks are eligible for up to $45,000 in HVIP vouchers, while Class 4 and Class 5 vehicles can receive $60,000 per vehicle [81]. - The New York State Energy Research & Development Authority has reported $46.1 million in total funding availability under the New York Truck Voucher Incentive Program (NYTVIP) as of March 2024 [83]. - The New Jersey Zero Emissions Incentive Program offers up to $175,000 towards the purchase of battery-electric vehicles, with a total funding of $90 million [88]. - California's Zero-Emission School Bus and Infrastructure project provides per vehicle incentives of up to $375,000 for electric school buses [89]. - The EPA's Clean School Bus program may fund up to 100% of the cost for replacing existing school buses with zero-emission buses [101]. - The Heavy-Duty Zero Emission Vehicle grant program plans to distribute $1 billion for clean heavy-duty vehicles and infrastructure between 2024 and 2031 [103]. - The Commercial Clean Vehicle Credit allows businesses to receive a tax credit of up to $40,000 for qualified commercial clean vehicles [97]. - The Congestion Mitigation and Air Quality Improvement Program allocates funding to states for projects that improve air quality, with at least 16 states using funds for alternative fuel vehicle projects [95]. - The Volkswagen Environmental Mitigation Trust Funds provide millions annually for on-road vehicle projects, including electric school buses [89]. Product Development and Innovation - The company plans to introduce new products and platforms, including Electric Vehicle Supply Equipment and stationary energy storage systems [58]. - The company is actively engaged in discussions to expand relationships with third-party service providers and technology integrators [58]. - The company plans to build out its dealership and service network, including a new service center in New Jersey and plans for a center in Houston, Texas [58]. - The company is focused on building a dedicated sales team to enhance its marketing and sales network across geographic regions [63]. - The company has established relationships with multiple vendors to mitigate supply chain risks related to raw materials and components [69]. Environmental Impact - Electric buses and trucks produce zero tailpipe emissions, leading to significant reductions in nitrogen oxides and particulate matter, with replacing a conventional diesel bus potentially achieving a reduction of 78 metric tons of GHG emissions [31]. - Electric transit buses cost approximately $200,000 more than diesel buses, but lifetime fuel and maintenance savings approximate $400,000 [39]. - The California Energy Commission aims for a 40% reduction in GHG emissions below 1990 levels by 2030, with significant funding allocated for alternative and renewable fuel projects [92]. - New York State mandates that all school buses purchased must be zero-emission by 2027 and all operating school buses must be zero-emission by 2035, supported by $500 million from the Clean Air, Clean Water and Green Jobs Environmental Bond Act [85]. - The Company has delivered a total of 76 vehicles under the New Jersey Zero-Emission Incentive Program since 2021, reflecting its commitment to clean vehicle deployment [121].

Financial Performance - The company had a net income of $2,963,852 for the year ended December 31, 2024, consisting of a loss of $633,764 from operating costs and interest expense of $87,267, offset by income from the Trust Account of $3,684,883[60]. - As of December 31, 2024, the company had cash and cash equivalents of $103,774 and a working capital deficit of $799,056[66]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination[59]. IPO and Fundraising - The company completed its IPO on July 14, 2023, raising gross proceeds of $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit[61]. - Following the IPO, the company placed $69,690,000 in a trust account, which may be used to complete its initial business combination[63]. - The company incurred transaction costs of $3,318,898 related to the IPO, including $1,725,000 in cash underwriting fees[62]. Business Operations and Future Plans - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with its acquisition plans[58]. - The company has engaged EBC as an advisor for its Business Combination, agreeing to pay a service fee of 3.5% of the gross proceeds of the IPO upon consummation of the initial Business Combination[71]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern if it cannot complete a Business Combination within the specified period[66]. - The company has no off-balance sheet financing arrangements as of December 31, 2024[67].

Financial Performance and Projections - Veea has not generated significant revenue from product sales and anticipates continuing to incur significant losses for the foreseeable future[93]. - The company has suffered recurring losses since inception and is unable to predict future profitability[94]. - Veea expects to incur significant operating losses over the next several years due to high sales, marketing, and manufacturing expenses[94]. - Veea's future operating results may fluctuate significantly due to various unpredictable factors[96]. - Veea's ability to generate revenue is dependent on various factors, including competition and market demand[97]. - The company expects to provide guidance on future financial performance, including sales projections and anticipated revenues, but acknowledges the inherent uncertainty in these predictions[243]. Market Conditions and Competition - The market for Veea's platform and products is relatively new and highly competitive, with uncertain growth forecasts[93]. - Veea faces significant competition in terms of pricing, functionality, and service quality, which could lead to reduced profit margins and loss of market share[114]. - The market for edge computing is in an early stage, and widespread adoption of Veea's platform is uncertain[107]. - Veea's sales depend heavily on government and commercial enterprise organizations, which may base purchasing decisions on factors beyond platform features, impacting revenue generation[117]. - Global economic conditions, including tariffs and political uncertainty, could negatively impact demand for Veea's products and services, potentially leading to reduced revenues[143]. Operational Risks and Challenges - Veea's growth may be hindered by its ability to manage expansion effectively and retain necessary personnel[111]. - The sales cycle for Veea's platforms is long and unpredictable, often lasting many months, which can lead to fluctuations in operational results[116]. - Veea's growth is challenged by the need to attract and retain qualified personnel to support its expanding customer base, which may strain service teams[119]. - Errors or bugs in Veea's platforms can lead to significant revenue loss and damage to market perception, especially in critical applications[122]. - Disruptions in operations due to natural disasters or other events could materially harm Veea's business and financial condition[131]. Intellectual Property and Legal Risks - The company may face significant risks related to intellectual property claims and cybersecurity incidents[95]. - Veea is actively pursuing patent protection for its products, as failure to secure adequate patent rights could harm its competitive position[156]. - The uncertainty surrounding Veea's patent rights could limit its ability to prevent competitors from commercializing similar technologies[159]. - Veea's patents may be challenged in courts or patent offices, potentially leading to reduced scope or invalidation of its patent rights[160]. - The company may encounter claims that its employees or consultants have wrongfully used trade secrets from previous employers, leading to potential litigation[174]. Cybersecurity and Compliance - Cybersecurity incidents could materially affect Veea's business, operations, and reputation, leading to potential litigation or regulatory actions[187]. - Veea's operations are vulnerable to data breaches and unauthorized access, which could result in significant liabilities and damage to its reputation[186]. - Compliance with evolving laws and regulations, such as GDPR and California consumer privacy laws, may increase operational costs and impact business practices[197]. - Veea is subject to compliance with various laws and regulations related to privacy, data protection, and cybersecurity, which could lead to significant liabilities and affect its financial condition[198]. Corporate Governance and Shareholder Matters - Veea's stock price may experience volatility due to various factors, including market conditions and operational performance, which could affect investors' ability to resell shares at attractive prices[206]. - The company filed a registration statement with the SEC for the 2024 Incentive Equity Plan, reserving 4,460,437 shares of Common Stock for future issuance, which may dilute existing ownership[211]. - Veea's governance documents contain anti-takeover provisions that could limit stockholder actions and delay potential acquisitions[250]. - The company is classified as an "emerging growth company" and a "smaller reporting company," which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors[220][222]. - Veea's ability to issue additional securities and obtain financing may be adversely impacted by a decline in its stock price[242].

Revenue and Expenses - Vessel revenues increased by $6.74 million, reaching $25.70 million for the year ended December 31, 2024, compared to $18.96 million in 2023, driven by higher average time charter rates and an increase in operating days to 1,747 [360]. - Voyage expenses rose by $1.77 million to $3.71 million in 2024, primarily due to increased commissions and bunker losses from newly acquired vessels [361]. - Vessel operating expenses increased by $2.07 million to $12.49 million in 2024, attributed to higher ownership days and increased repair and maintenance costs [362]. - General and administrative expenses increased by $0.93 million to $6.21 million in 2024, mainly due to higher compensation costs and increased insurance expenses [365]. - The average time charter rates improved due to stronger capesize market conditions during 2024 [360]. - Time charter equivalent (TCE) rate increased to $12,184 for the year ended December 31, 2024, from $9,969 in 2023 [391]. Impairment and Depreciation - Impairment loss for 2024 amounted to $6.12 million, including $5.03 million related to two vessels and $1.08 million for a vessel classified as held for sale [364]. - Depreciation and amortization of deferred charges decreased by $0.47 million to $7.20 million in 2024, due to a change in estimated scrap rates and the classification of a vessel as a current asset held for sale [363]. - The company reported an impairment loss of $5.03 million for two vessels as of December 31, 2024, and an additional impairment loss of $1.09 million for the M/V Baltimore classified as a current asset held for sale [396]. - The carrying value plus unamortized dry-docking and special survey costs for vessels with impairment indicators was $20.1 million and $73.1 million as of December 31, 2024 and 2023, respectively [396]. - The aggregate carrying value of four vessels exceeded their charter-free market value by approximately $2.7 million as of December 31, 2024, compared to $13.1 million for five vessels as of December 31, 2023 [397]. Financial Performance - The company experienced a net loss of $17.86 million in 2024, compared to a net loss of $1.98 million in 2023 [359]. - Loss per share increased to $2.64 in 2024 from $2.02 in 2023 [359]. - Working capital as of December 31, 2024, was $9.02 million, down from $17.76 million in 2023 [380]. - Net cash used in operating activities in 2024 was $3.53 million, a decrease of $4.35 million compared to net cash provided in 2023 [383]. - Net cash used in investing activities during 2024 amounted to $2.52 million, including $18.91 million for the acquisition of M/T Zeze Start [384]. Fleet and Utilization - The fleet size increased, contributing to higher operating days and revenues [360]. - The effective fleet utilization is assumed to be 98% for dry bulk vessels and 97% for product tanker vessels in 2024, based on historical performance [395]. - The average estimated daily time charter equivalent rate for Panamax vessels was $13,250, while the average break-even rate was $12,157 as of December 31, 2024 [402]. Financial Instruments and Currency Exposure - The Company generates all revenues in U.S. dollars, with operating expenses primarily also in U.S. dollars [530]. - Expenses incurred in currencies other than the U.S. dollar are not significant, minimizing exposure to exchange rate fluctuations [530]. - The Company does not engage in derivative instruments to hedge expenses due to the minimal impact of currency fluctuations [530]. Other Financial Information - Support agreement costs for the year ended December 31, 2024, amounted to $6.75 million related to the agreement with Sphinx [366]. - Management fees increased by $0.1 million to $1.34 million for the year ended December 31, 2024, due to an increase in fleet size and ownership days [367]. - A gain of $6.22 million from changes in the fair value of warrant liability was recorded for the year ended December 31, 2023, with no such transactions in 2024 [368]. - Finance costs for the year ended December 31, 2024, were $0.11 million, a decrease from $0.91 million in 2023 [369]. - Interest income decreased by $0.19 million to $0.31 million for the year ended December 31, 2024, compared to $0.50 million in 2023 [370]. - The fair value of the Series C Preferred Stock granted to directors was $2.8 million, based on a valuation from an independent third party [406]. - The M/V Baltimore was measured at a fair value of $18.25 million, less costs to sell, as it was classified as held for sale on April 25, 2024 [407]. - The company’s impairment test is sensitive to variances in time charter rates and utilization rates, with a minimum decrease of 8.6% in time charter rates potentially resulting in a $1.55 million impairment charge [401]. - The company’s financial statements are prepared in accordance with U.S. GAAP, requiring estimates and judgments that may materially impact reported amounts [393]. - The company’s fleet utilization is measured by dividing operating days by available days, reflecting efficiency in vessel employment [5]. - The Company acquired the M/T Zeze Start at a fair value of $27.5 million based on an independent valuation [408]. - As of December 31, 2024, the M/V Melia was impaired to a fair value of $10.36 million [408]. - As of December 31, 2024, the M/T Zeze Start was impaired to a fair value of $25.38 million [408].

Merger and Acquisition - The company completed a merger with Legacy XTI on March 12, 2024, resulting in a name change to XTI Aerospace, Inc.[18] - The merger is accounted for as a reverse acquisition, with Legacy XTI being the accounting acquirer, and the financial statements reflect this change[19] - XTI Aerospace completed a merger with Legacy XTI on March 12, 2024, with Legacy XTI as the accounting acquirer[18] - The merger is accounted for as a reverse acquisition, with the financial statements reflecting a continuation of Legacy XTI's results[19] Stock Split - A reverse stock split of 1-for-100 was executed on March 12, 2024, to comply with Nasdaq Listing Rule 5550(a)(2)[21] - A subsequent reverse stock split of 1-for-250 is planned for January 10, 2025, also for compliance with Nasdaq Listing Rule 5550(a)(2)[21] Financial Performance and Challenges - The company has a history of losses and faces challenges in achieving profitability and delivering non-prototype aircraft[13] - Future financial results and performance are subject to various risks and uncertainties that could materially impact outcomes[12] - Economic conditions, including inflation and supply chain challenges, may impact the company's performance and customer base[16] Development and Competition - The company is working on the TriFan 600 and must secure required certifications for its development and commercialization[13] - The company is exposed to emerging competition and rapidly advancing technologies in the aerospace industry[13] - Conditional pre-orders for aircraft may be canceled or modified, impacting future cash flows and operations[13] Regulatory and Legal Risks - The company must navigate regulatory complexities and maintain compliance with Nasdaq listing requirements[16] - The company is subject to potential lawsuits and regulatory investigations, including those from the SEC[16] - There are risks associated with the approval of future patent applications and the costs of protecting intellectual property[16] Operational Risks - The company faces risks related to long development cycles and dependence on third parties for aircraft components[16] - The company must manage the risks of maintaining quality control and customer confidence in its aircraft[16] - The ability to attract and retain qualified personnel is critical for the company's growth and operational success[16]

Merger and Acquisition - The company completed a merger with Legacy XTI on March 12, 2024, resulting in a name change to XTI Aerospace, Inc.[18] - The merger is accounted for as a reverse acquisition, with Legacy XTI as the accounting acquirer, affecting the consolidated financial statements from the closing date through December 31, 2024[19] - XTI Aerospace completed a merger with Legacy XTI on March 12, 2024, with Legacy XTI as the accounting acquirer[18] - The merger is accounted for as a reverse acquisition, with the financial statements reflecting a continuation of Legacy XTI's results[19] Stock Split - A reverse stock split at a ratio of 1-for-100 was executed on March 12, 2024, to comply with Nasdaq Listing Rule 5550(a)(2)[21] - A subsequent reverse stock split of 1-for-250 is planned for January 10, 2025, also for compliance with Nasdaq Listing Rule 5550(a)(2)[21] Financial Performance and Challenges - The company has a history of losses and faces challenges in achieving profitability and delivering non-prototype aircraft to customers[13] - Future financial results are subject to uncertainties, and actual outcomes may differ from projections due to various risks[15] - Economic conditions, including inflation and supply chain challenges, may impact the company's performance and customer base[16] Development and Commercialization - The development and commercialization schedule for the TriFan 600 is critical, with necessary certifications still pending[13] - Conditional pre-orders for aircraft may be subject to cancellation or modification, impacting future cash flows[13] Competitive Landscape and Risks - The company is navigating a competitive landscape with emerging technologies that may outpace its developments[13] - The company faces risks related to long development cycles, quality control, and dependence on third-party suppliers[16] - The company is subject to potential lawsuits and regulatory investigations, including those from the SEC[16] - Future patent applications may face delays or rejections, incurring substantial costs for the company[16] - The company must manage risks associated with system failures and changes in tax regimes[16] Operational Focus - The company is focused on enhancing its brand reputation and expanding its customer base while managing manufacturing and supply chain relationships[16] - The ability to attract and retain qualified personnel is critical for the company's growth and operational success[16]

Company Operations - As of March 31, 2025, the company has 2,769 licensed real estate brokers and sales associates across its corporate and franchised offices[29]. - The company operates 26 corporate real estate brokerage offices and 6 franchised offices in 7 states and Puerto Rico[28]. - The company has expanded its operations through 24 subsidiaries, focusing on residential real estate brokerage, coaching, franchising, and property management[62]. - The company operates in the U.S. residential real estate market, valued at $49.7 trillion at the end of 2024, reflecting a year-over-year gain of $2.5 trillion[64]. - As of March 31, 2025, the company provided property management services for approximately 650 properties across Florida, charging homeowners between 8% to 12% of the monthly rental[70]. - The company operates 26 corporate real estate brokerage offices and branches across Florida, California, Texas, Georgia, North Carolina, and Puerto Rico as of April 15, 2025[95]. - In January 2025, the company hired a leader for its commercial real estate division, expecting stronger growth in this segment in 2025 and beyond[71]. Financial Performance - The company incurred a net loss of $14,349,996 for the year ended December 31, 2024, compared to a net loss of $7,823,763 for the year ended December 31, 2023[134]. - The company recorded an impairment of $787,438 for the year ended December 31, 2024, related to goodwill and intangible assets[139]. - Brokerage revenue accounted for 82% of total revenue in 2024, up from 64% in 2023[97]. - Property management revenue decreased to 16% of total revenue in 2024, down from 31% in 2023[97]. - The company has not provided net positive cash flows for the year ended December 31, 2024, raising substantial doubt about its ability to continue as a going concern[134]. - The company plans to pay $418 million over approximately four years as part of a settlement related to broker commissions, effective mid-July 2024[119]. Acquisitions and Growth Strategy - The company completed its initial public offering (IPO) on October 12, 2023, and acquired majority ownership of several franchisees during the fiscal year ended December 31, 2023[35]. - In fiscal year 2024, the company acquired majority ownership of multiple entities, including La Rosa Realty Georgia LLC and La Rosa Realty California[38]. - The company plans to continue growing through acquisitions and is in discussions with several potential franchisees[37]. - The company is actively pursuing strategies to mitigate risks, focusing on expansion through acquisitions to achieve future profitability[136]. Technology and Innovation - The company launched its proprietary technology system, JAEME, in February 2023, aimed at enhancing agent efficiency and marketing[38]. - The company launched its proprietary technology system, JAEME, in October 2023, designed to support agents with personalized content to drive marketing and sales[88]. - The company charges agents a reasonable monthly fee for the use of its suite of technology tools, which includes cloud-based brokerage services and AI-integrated CRM software[90]. - The company aims to enhance agent efficiency and productivity by increasing the use of technology tools as the market slows[83]. Market Conditions - The residential real estate market is cyclical, with fluctuations influenced by mortgage interest rates and economic conditions[104]. - The company expects the housing market slowdown to persist throughout 2025 due to low home-buying affordability, which is near its lowest level in decades[152]. - The median existing-home sales price increased to $398,400 in February 2025, a 3.8% increase from February 2024[99]. - Total housing inventory at the end of February 2025 was 1.24 million units, up 5.1% from January and 17% from one year ago[99]. - Existing home sales in February 2025 were 4.26 million, a 4.2% increase from January but a 1.2% decrease from the prior year[99]. Competition and Industry Challenges - The company faces significant competition from over 360,000 residential real estate brokerage firms in the U.S.[101]. - The company competes against internet-based brokers emphasizing low prices and a do-it-yourself approach[107]. - The company faces intense competition for qualified agents and franchisees, which may hinder its growth strategies[160]. - The financial performance is directly affected by the operating results of franchisees and agents, over whom the company has no direct control[162]. - A prolonged depression in home sales could lead to a decrease in the number of earning agents, negatively impacting financial performance[152]. Regulatory and Compliance Issues - The residential real estate industry is highly regulated, requiring compliance with various federal, state, and local laws[113]. - The company is subject to various state real estate and brokerage licensing laws, which vary from state to state[122]. - The company must comply with various federal and state regulations governing real estate brokerage and franchising, which could impact operations if not adhered to[167]. - The company is subject to environmental laws and climate change risks, which could increase operational costs and liabilities, particularly in coastal areas[174]. Risks and Liabilities - The company is currently facing litigation risks, including a federal jury finding the NAR liable for $1.8 billion in damages related to antitrust violations[191]. - The company may be adversely affected by the Burnett Settlement, which involves a payment of $418 million over four years and changes to agent commission rules[192]. - The company is subject to risks associated with potential acquisitions, which may involve taking on debt and could disrupt business operations[194]. - Security breaches and operational failures could materially harm the company's reputation and financial condition[193]. - Cybersecurity incidents could disrupt business operations and result in the loss of critical information, adversely impacting reputation and customer trust[228]. Corporate Governance and Structure - The concentration of ownership by Mr. La Rosa, who controls approximately 50.5% of the voting power, may limit the influence of other investors on corporate decisions[181]. - The company is classified as a "controlled company," which allows it to qualify for exemptions from certain corporate governance requirements[180]. - The company has identified a material weakness in its internal controls over financial reporting, specifically a lack of segregation of duties, which may affect the reliability of its financial statements[219]. - The company has limited experience with the systems and controls necessary to operate as a public company, which may lead to difficulties in compliance and financial reporting[217]. Stock and Market Performance - As of April 7, 2025, the closing price of the company's Common Stock was $0.17, with a risk of delisting if the price falls to $0.10 or less for 10 consecutive trading days[201]. - The company has been granted an additional 180-day period until October 6, 2025, to regain compliance with Nasdaq's minimum bid price requirement[199]. - If the company fails to maintain compliance with Nasdaq's listing standards, it could face delisting, adversely impacting liquidity and market price[198]. - The market price for the company's Common Stock is expected to be highly volatile due to its small public float and minimal profits, leading to potential wide fluctuations in share price[203]. - The company is classified as an "emerging growth company," which may limit its attractiveness to investors and make capital raising more challenging[211].

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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ________________________________________ (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ 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 OR ☐ SHELL COMPANY REPORT PURSUANT ...

Exhibit 99.1 SEATTLE – April 15, 2025 – Banzai International, Inc. (NASDAQ: BNZI) ("Banzai" or the "Company"), a leading marketing technology company that provides essential marketing and sales solutions, today reported financial results for the fourth quarter and full year ended December 31, 2024. Fourth Quarter 2024 and Subsequent Key Financial & Operational Highlights Banzai Reports Fourth Quarter and Full Year 2024 Financial Results Revenue of $16.7 Million on a Consolidated, Pro-forma Basis for the Twe ...