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].
Relativity Acquisition (RACY) - 2022 Q4 - Annual Report