Announcement • May 15
SVES LLC, SVES GO, LLC, SVES CP LLC and SVES Apparel LLC (collectively, “SVES”) cancelled the acquisition of Relativity Acquisition Corp. (NasdaqGM:RACY) from Relativity Acquisition Sponsor LLC, ES Business Consulting LLC, A.G.P. / Alliance Global Partners, LLC and others.
SVES LLC, SVES GO, LLC, SVES CP LLC and SVES Apparel LLC (collectively, “SVES”) entered into a definitive business combination agreement to acquire Relativity Acquisition Corp. (NasdaqGM:RACY) from Relativity Acquisition Sponsor LLC, ES Business Consulting LLC, A.G.P. / Alliance Global Partners, LLC and others in a reverse merger transaction for approximately $780 million on February 13, 2023. Pursuant to the agreement, ownership interests in each of SVES LLC, SVES GO, LLC, SVES CP LLC and SVES Apparel LLC will be contributed to Relativity Acquisition Corp. in exchange for aggregate consideration in the amount of $632 million to be paid in the common stock of Relativity Acquisition Corp. Under the terms of the merger agreement, the transaction is valued at an estimated pro-forma enterprise value of approximately $707.25 million. On August 10, 2023, Relativity issued a promissory note to SVES LLC under which SVES LLC agreed to advance to the Company a $300,000 loan for working capital purposes. SVES plans to go public via merger with Relativity Acquisition Corp. Upon closing of the proposed transaction, the combined company will operate under the name "SVES, Inc." and intends to apply to be listed on NASDAQ Stock Exchange under the new ticker symbol "SVES." Following the business combination, SVES will continue to be led by its highly experienced leadership team of growth experts, including Timothy J. Fullum, Co-Founder and Chief Executive Officer; Salomon Murciano, Co-Founder and President; and Aron From, Chief Financial Officer.
The transaction is subject to approval by Relativity’s stockholders, expiration of any applicable waiting period under any antitrust laws, receipt of requisite consents from governmental authorities to consummate the Transactions, and receipt of specified requisite consents from other third parties to consummate the Transactions, upon the Closing, after giving effect to the Redemption, certain contracts entered into by any of the Operating Companies and their respective direct and indirect Subsidiaries (each, a “ Target Company ”) evidencing any indebtedness (the “ TC Line of Credit ”), and any Transaction Financing, Relativity having net tangible assets of at least $5,000,001, the effectiveness of the Registration Statement, the shares of Pubco common stock to be issued in connection with the Transactions having been approved for listing on Nasdaq, the Sellers and the Sponsor will have each entered into a Lock-Up Agreement (the “ Lock-Up Agreements ”) with Pubco, Relativity and the Purchaser Representative, and the Founders will have each entered into a Non-Competition and Non-Solicitation Agreement (the “ Non-Competition Agreements ”) in favor of Pubco, each of which shall be in full force and effect, Required Purchaser Stockholder Approval and other customary closing conditions and is expected to close in Q3 2023. As of March 20, 2023, Relativity and the Seller Representative entered into the First Amendment to the Business Combination Agreement, pursuant to which the parties amended the Business Combination Agreement in order to extend the Due Diligence Period from March 15, 2023 to on April 7, 2023. As of April 19, 2023, Relativity and the Seller Representative entered into the Second Amendment to the Business Combination Agreement, pursuant to which the parties amended the Business Combination Agreement in order to extend the Due Diligence Period from April 7, 2023 to May 1, 2023. As of August 7, 2023, the parties had extended the date by which it has to consummate a business combination from August 15, 2023 to November 15, 2023 (the "Extension"). As on August 11, 2023, Relativity and SVES entered into a Third Amendment to the Business Combination Agreement, pursuant to which, (i) Due Diligence Period was extended and the date of the required delivery of disclosure schedules to August 31, 2023, (ii) approval to eliminate the Redemption Limitation of SVES's net tangible assets to be less than $5,000,001, (iii) extend the Outside Date to February 15, 2024. As of November 9, 2023, an aggregate amount of $1,000 from Relativity’s working capital was deposited into its trust account to extend the business combination consummation date from November 15, 2023 to February 15, 2024 (the “Extension”).
A.G.P./Alliance Global Partners is serving as financial advisor to Relativity. Peter Campitiello of McCarter & English, LLP is serving as legal advisor to SVES and Barry I. Grossman, Anthony Ain and Jonathan Cramer of Ellenoff Grossman & Schole LLP is serving as legal advisor to Relativity. Relativity engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for a fee of $7,500. Continental Stock Transfer & Trust Company acted as transfer agent to Relativity.
SVES LLC, SVES GO, LLC, SVES CP LLC and SVES Apparel LLC (collectively, “SVES”) cancelled the acquisition of Relativity Acquisition Corp. (NasdaqGM:RACY) from Relativity Acquisition Sponsor LLC, ES Business Consulting LLC, A.G.P. / Alliance Global Partners, LLC and others on May 14, 2024. Relativity had elected to terminate the business combination agreement, effective immediately. Relativity and its Sponsor, Relativity Acquisition Sponsor LLC intend to seek alternative ways to consummate an initial business combination.
