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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~~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 number: 001-41283

RELATIVITY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		86-3244927
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o 3753 Howard Hughes Pkwy Suite 200 Las Vegas, NV		89169
(Address of principal executive offices)		(Zip Code)

Delaware

86-3244927

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)


c/o 3753 Howard Hughes Pkwy Suite 200 Las Vegas, NV		89169
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 710-4420

Securities registered pursuant to Section 12(b) of the Act: None

~~Title of Each Class: Trading Symbol(s) Name of Each Exchange on Which Registered:~~


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒~~


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

The aggregate market value of the outstanding shares of the registrant’s Class A Common Stock, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Common Stock on ~~January~~June 1130, ~~2023,~~2025 ~~the last day the Class A Common Stock traded prior to the Trading Halt (as defined in the Report), as reported on the Nasdaq Stock Market LLC~~ was $1698,~~882,462~~777.~~60.~~

As of ~~April~~May 1128, ~~2025~~2026 there were 4,~~310~~303,~~740~~400 shares of Class A Common Stock, par value $0.0001 per share, and one share of Class B Common Stock, par value $0.0001 per share, of the registrant issued and outstanding.

Table of Contents

TABLE OF CONTENTS


		PAGE
PART I		1
Item 1.	Business.	1
Item 1A.	Risk Factors.	1615
Item 1B.	Unresolved Staff Comments.	1815
Item 1C.	Cybersecurity.	1815
Item 2.	Properties.	1815
Item 3.	Legal Proceedings.	1815
Item 4.	Mine Safety Disclosures.	1815
PART II		1916
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1916
Item 6.	[Reserved]	2017
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2017
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	2522
Item 8.	Consolidated Financial Statements and Supplementary Data.	2622
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	2622
Item 9A.	Controls and Procedures.	2622
Item 9B.	Other Information.	2723
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	2723
PART III		2824
Item 10.	Directors, Executive Officers and Corporate Governance.	2824
Item 11.	Executive Compensation.	3328
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3329
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3530
Item 14.	Principal Accountant Fees and Services.	3832
PART IV		3933
Item 15.	Exhibit and Financial Statement Schedules.	3933
Item 16.	Form 10-K Summary.	3933

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report (as defined below), including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements of current or historical facts. These statements are based on Management’s (as defined below) current expectations, but actual results may differ materially due to various factors, including, but not limited to:

● the Company has until February 15, ~~2026~~2027 (absent any extensions of such period, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain whether the Company will be able to consummate the proposed Business Combination by this date (as further described below – Initial Business Combination);

●

our ability to complete our initial Business Combination(as defined below);

●

our expectations around the performance of the prospective target business or businesses (as defined below);

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination, as a result of which they would then receive expense reimbursements;

●

the potential incentive to consummate an initial Business Combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price for the Founder Shares (as defined below) paid by our Initial Stockholders (as defined below);

●

our potential ability to obtain additional financing to complete our initial Business Combination;

●

the ability of our officers and directors to generate additional potential acquisition opportunities, if necessary;

●

our pool of prospective target businesses;

● our public securities’ potential liquidity and trading is uncertain, as it is unknown when the Trading Halt (as defined below) issued pursuant to the Determination Letter (as defined below) will be lifted;

●

the lack of a market for our securities;

●

the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

●

the Trust Account not being subject to claims of third parties;

●

our financial performance; or

●

the other risks and uncertainties discussed in “Item 1A. Risk Factors” below.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

Unless otherwise stated in this Report, or the context otherwise requires, references to:

● “2021 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC (as defined below) on March 31, 2022; ● “2022 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 31, 2023; ● “2022 Special Meeting” are to our special meeting of stockholders held on December 21, 2022; ● “2023 Annual Meeting” are to our annual meeting of stockholders held on December 22, 2023; ● “2024 Special Meeting” are to our special meeting of stockholders held on February 13, 2024; ● “2025 Special Meeting” are to our special meeting of stockholders held on February 13, 2025; ● “Administrative Support Agreement” are to the Administrative Support Agreement, dated February 10, 2022, we entered into with an affiliate of our Sponsor;

●

“A.G.P.” are to A.G.P./Alliance Global Partners, as representative of the underwriters of our Initial Public Offering (as defined below);

● “ASC” are to the FASB (as defined below) Accounting Standards Codification; ~~● “ASU” are to the FASB Accounting Standards Update;~~

● “~~Audit Committee~~ASU” are to the ~~audit~~FASB ~~committee~~Accounting ofStandards ~~our Board of Directors (as defined below)~~Update; ● “Board of Directors,” or “Board” are to our board of directors; ● “Business Combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; ● “Business Combination Marketing Agreement” are to the Business Combination Marketing Agreement, dated February 10, 2022, we entered into with A.G.P. ● “Class A Common Stock” are to shares of our Class A common stock, par value $0.0001 per share; ● “Class B Common Stock” are to shares of our Class B common stock, par value $0.0001 per share; ● “Combination Period” are to the 48-month period (from the closing of the Initial Public Offering to February 15, 2026), or such earlier date as determined by our Board, as extended by the Second Extension (as defined below), unless further extended pursuant to the Second Amended and Restated Charter (as defined below) consistent with applicable laws, regulations and stock exchange rules, that we have to consummate an initial Business Combination if all deposits into the Trust Account are made under the Second Extension Promissory Note (as defined below); ● “Common Stock” are to the Class A Common Stock and the Class B Common Stock, together; ● “Company,” “our,” “we,” or “us” are to Relativity Acquisition Corp., a Delaware corporation;

●

“Audit Committee” are to the audit committee of our Board of Directors (as defined below);

●

“Board of Directors,” or “Board” are to our board of directors;

●

“Business Combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

●

“Class A Common Stock” are to shares of our Class A common stock, par value $0.0001 per share;

●

“Class B Common Stock” are to shares of our Class B common stock, par value $0.0001 per share;

●

“Combination Period” is to the period from the closing of the Initial Public Offering to February 15, 2027, or such earlier date as determined by our Board;

●

“Common Stock” are to the Class A Common Stock and the Class B Common Stock, together;

●

“Company,” “our,” “we,” or “us” are to Relativity Acquisition Corp., a Delaware corporation;

●

“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as defined below);

● “Determination Letter” are to the letter we received from the Listing Qualifications Staff of Nasdaq (as defined below) on January 12, 2023, notifying us of the Trading Halt given that we no longer complied with the requirements (i) Listing Rule 5450(b)(2)(B), requiring a minimum of $50 million Market Value of Listed Securities; (ii) Listing Rule 5450(b)(2)(A), requiring a minimum 1,100,000 Publicly Held Shares; and (iii) Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares;

●

“DGCL” are to the Delaware General Corporation Law;

iii

●

“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

● “Exchange Act” are to the Securities Exchange Act of 1934, as amended; ● “Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; ● “FASB” are to the Financial Accounting Standards Board; ● “FINRA” are to the Financial Industry Regulatory Authority; ● “First Extension” are to the extension of the date by which we must consummate our initial Business Combination from February 15, 2023 to February 15, 2024, including the Funded Extension Periods (as defined below), as approved by our stockholders at the 2022 Special Meeting. ● “Founder Share Conversion” are to the 3,593,749 shares of Class A Common Stock issued on February 27, 2023 to the Sponsor (as defined below), A.G.P., George Syllantavos and Anastasios Chrysostomidis, upon the conversion of an equal number of shares of Class B Common Stock held as Founder Shares; ● “Founder Shares” are to the shares of Class B Common Stock initially purchased by our Sponsor and other Initial Stockholders and the shares of Class A Common Stock that (i) will be issued upon conversion of the Class B Common Stock (for the avoidance of doubt, such Class A Common Stock will not be “Public Shares”) and (ii) were issued in connection with the Founder Share Conversion upon the conversion of an equal number of shares of Class B Common Stock;

●

“Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022;

●

“FASB” are to the Financial Accounting Standards Board;

●

“FINRA” are to the Financial Industry Regulatory Authority;

iii

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●

“First Extension” are to the extension of the date by which we must consummate our initial Business Combination from February 15, 2023 to February 15, 2024, including the Funded Extension Periods (as defined below), as approved by our stockholders at the 2022 Special Meeting.

●

“Founder Share Conversion” are to the 3,593,749 shares of Class A Common Stock issued on February 27, 2023 to the Sponsor (as defined below), A.G.P., George Syllantavos and Anastasios Chrysostomidis, upon the conversion of an equal number of shares of Class B Common Stock held as Founder Shares;

●

“Founder Shares” are to the shares of Class B Common Stock initially purchased by our Sponsor and other Initial Stockholders and the shares of Class A Common Stock that (i) will be issued upon conversion of the Class B Common Stock (for the avoidance of doubt, such Class A Common Stock will not be “Public Shares”) and (ii) were issued in connection with the Founder Share Conversion upon the conversion of an equal number of shares of Class B Common Stock;

●

“Funded Extension Period” are to each additional three-month period in the First Extension that the Sponsor could extend the period of time to consummate a Business Combination for up to two times beyond August 15, 2023 without stockholder approval (for a total of up to 24 months from the closing of the Initial Public Offering to complete a Business Combination) subject to our deposit of an aggregate of $1,000 from our working capital into the Trust Account for each three-month period;

●

“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

●

“Initial Public Offering” or “IPO” are to our initial public offering that was consummated on February 15, 2022;

●

“Initial Stockholders” are to our Sponsor, A.G.P. and any other holders of our Founder Shares prior to our Initial Public Offering (or their permitted transferees);

●

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

●

“IPO Promissory Note” are to that certain unsecured amended and restated promissory note in the aggregate principal amount of $300,000 issued to our Sponsor on September 30, 2021;

● “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on January 13, 2022, as amended, and declared effective on February 10, 2022 (File No. 333-262156); ● “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; ● “Letter Agreement” are to the Letter Agreement, dated February 10, 2022, we entered into with our Initial Stockholders, and our officers and directors ;

●

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

●

“Letter Agreement” are to the Letter Agreement, dated February 10, 2022, we entered into with our Initial Stockholders, and our officers and directors ;

●

“Management” or our “Management Team” are to our executive officers and directors;

● “Merger Sub” are to Relativity Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (as defined below);

● “Nasdaq” are to the Nasdaq Stock Market LLC; ~~● “PCAOB” are to the Public Company Accounting Oversight Board (United States);~~

●

“PCAOB” are to the Public Company Accounting Oversight Board (United States);

●Table ~~“Private Placement” are to the Private Placement~~ of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering; ● “Private Placement Shares” are to the shares of our Class A Common Stock included within the Private Placement Units purchased by our Sponsor in the Private Placement;Contents

●

“Private Placement” are to the Private Placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering;

●

“Private Placement Shares” are to the shares of our Class A Common Stock included within the Private Placement Units purchased by our Sponsor in the Private Placement;

●

“Private Placement Units” are to the units issued to our Sponsor in the Private Placement, which Private Placement Units are identical to the Units (as defined below) sold in our Initial Public Offering, subject to certain limited exceptions as described in this Report;

● “Private Placement Warrants” are to the warrants underlying the Private Placement Units issued to our Sponsor in the Private Placement, which Private Placement Warrants are identical to the Public Warrants sold in our Initial Public Offering, subject to certain limited exceptions as described in this Report; ~~● “Pubco” are to Relativity Holdings Inc., a Delaware corporation and our wholly-owned subsidiary;~~

●

“Pubco” are to Relativity Holdings Inc., a Delaware corporation and our wholly-owned subsidiary;

●

“Public Shares” are to the shares of Class A Common Stock sold as part of the Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

●

“Public Stockholders” are to the holders of our Public Shares, including our Initial Stockholders and Management Team to the extent our Initial Stockholders and/or members of our Management Team hold Public Shares, provided that each Initial Stockholder’s and member of our Management Team’s status as a “Public Stockholder” will only exist with respect to such Public Shares;

● “Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market) and to the Private Placement Warrants if held by third parties other than our Initial Stockholders in each case, following the consummation of our initial Business Combination; ● “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2023; ● “Registration Rights Agreement” are to the Registration Rights Agreement, dated February 10, 2022, we entered into with our Initial Stockholders;

●

“Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025;

●

“Registration Rights Agreement” are to the Registration Rights Agreement, dated February 10, 2022, we entered into with our Initial Stockholders;

●

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

●

“SEC” are to the U.S. Securities and Exchange Commission;

● “Second Amended and Restated Charter” are to our Second Amended and Restated Certificate of Incorporation, as amended and currently in effect;

● “Second Extension” are to the extension of the date by which we must consummate our initial Business Combination from February 15, 2024 to February 15, 2025 (or such earlier date as determined by our Board), as approved by our stockholders at the 2024 Special Meeting and in accordance with the terms of the Second Extension Promissory Note;

● “Second Extension Promissory Note” are to that certain unsecured promissory note in the aggregate principal amount of up to $42,498 issued to SVES LLC on February 13, 2024 in connection with the Second Extension;

●

“Securities Act” are to the Securities Act of 1933, as amended;

●

“SPACs” are to special purpose acquisition companies;

●

“Sponsor” are to Relativity Acquisition Sponsor LLC, a Delaware limited liability company;

	●	“Third Extension” are to the extension of the date by which we must consummate our initial Business Combination from February 15, 2025 to February 15, 2026 (or such earlier date as determined by our Board), as approved by our stockholders at the 2025 Special Meeting and in accordance with the terms of the Third Extension Promissory Note;
	●	“Third Extension Promissory Note” are to that certain unsecured promissory note in the aggregate principal amount of up to $42,498 issued to SVES LLC on February 13, 2025 in connection with the Third Extension;

●

“Trust Account” are to the U.S.-based trust account in which an amount of $146,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering;

● “Trading Halt” are to the Nasdaq staff’s determination on January 11, 2023, to halt trading in our securities pursuant to the Determination Letter. ● “Trust Account” are to the U.S.-based trust account in which an amount of $146,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; ● “Trust Agreement Amendment” are to an amendment to the Investment Management Trust Agreement, dated as of February 10, 2022, we entered into with Continental, as trustee of the Trust Account, permitting Continental to invest funds from the Trust Account in an interest-bearing demand deposit account, as approved by our stockholders at the 2024 Special Meeting;v

Table of Contents

●

“Trust Agreement Amendment” are to an amendment to the Investment Management Trust Agreement, dated as of February 10, 2022, we entered into with Continental, as trustee of the Trust Account, permitting Continental to invest funds from the Trust Account in an interest-bearing demand deposit account, as approved by our stockholders at the 2024 Special Meeting;

●

“Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one Public Warrant;

●

“U.S. GAAP” are to the accounting principles generally accepted in the United States of America;

●

“Warrants” are to the Private Placement Warrants and the Public Warrants, together;

●

“Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and

●

“Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Initial Stockholders or an affiliate of the Initial Stockholders or certain our directors and officers may, but are not obligated to, loan us.

Table of Contents

PART I

Item 1. Business.

Overview

We are a blank check company formed as a Delaware corporation for the purpose of effecting our initial Business Combination.

While we ~~have~~initially focused on targets in the legalized cannabis industry, we have also actively explored Business Combination targets in other businesses, industries or geographical locations, including, but not limited to, related industries such as consumer packaged goods, health & wellness, technology, pharmaceuticals, manufacturing, distribution, logistics and brand management. On February 13, 2023, we entered into the SVES Business Combination Agreement, as more fully disclosed under “SVES Business Combination” below. On May 14, 2024 the SVES Business Combination was mutually terminated.

Initial Public Offering

On February 15, 2022, we consummated our Initial Public Offering of 14,375,000 Units. Each Unit consists of one Public Share and one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $143,750,000.

Simultaneously with the closing of the Initial Public Offering, we completed the private sale of an aggregate of 653,750 Private Placement Units to our Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $6,537,500.

A total of $146,625,000, including $143,750,000 of the proceeds from the Initial Public Offering and $2,875,000 of the proceeds of the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee, at the consummation of the Initial Public Offering.

It is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team is led by Tarek K. Tabsh, our Chief Executive Officer, and Steven Berg, our Chief Financial Officer. We must complete our initial Business Combination during the Combination Period. If our initial Business Combination is not consummated during the Combination Period, unless we seek further extension of the Combination Period, consistent with applicable laws, regulations and stock exchange rules, then our existence will terminate, and we will distribute all amounts in the Trust Account.

SVES Business Combination

On February 13, 2023, we entered into the SVES Business Combination Agreement by and among the SVES Business Combination Parties.

On May 14, 2024, the SVES Business Combination Agreement was mutually terminated as per the termination clause of the SVES Business Combination Agreement. As per the termination clause of the SVES Business Combination Agreement, all further obligations of the parties under the SVES Business Combination Agreement (except for certain obligations related to publicity, confidentiality, fees and expenses, trust fund waiver, no recourse, termination and general provisions) have terminated, and no party to the SVES Business Combination Agreement has any further liability to any other party thereto except for liability for fraud.

1Extension of our Combination Period

~~Extension~~We initially had up to 12 months from the closing of ~~our~~the ~~Combination~~Initial ~~Period~~Public Offering (until February 15, 2023) to complete a Business Combination.

We ~~initially~~have ~~had~~extended upour time to ~~12 months from the~~complete ~~closing~~a ofbusiness combination four times, with our stockholders having the ~~Initial~~ability ~~Public~~to ~~Offering~~redeem (each time. We currently have until February 15, ~~2023)~~2027 to ~~complete~~consummate aan initial Business Combination, ~~except~~(subject ~~that~~to further extension with the ~~Sponsor had~~approval ~~two~~of ~~3-month extensions~~stockholders ~~available~~pursuant to itthe Second Amended and Restated Charter, ~~for~~consistent awith ~~total~~applicable oflaws, upregulations toand 18stock ~~months~~exchange ~~from~~rules). ~~the~~Following ~~closing~~such ofredemptions, ~~the~~there ~~Initial~~are currently 55,901 Public ~~Offering~~Shares ~~(until August 15~~outstanding and a total of 4,309,988 ~~2023)~~shares toof ~~complete~~Class ~~the~~A ~~initial~~Common ~~Business~~Stock ~~Combination~~and one share of Class B Common stock outstanding.

We have extended our time to complete a business combination three times, with our stockholders having the ability to redeem each time. We currently have until February 15, 2026 to consummate an initial Business Combination (subject to further extension with the approval of stockholders pursuant to the Fourth Amended and Restated Charter, consistent with applicable laws, regulations and stock exchange rules). Following such redemptions, there are currently 62,488 Public Shares outstanding and a total of 4,309,988 shares of Class A Common Stock and one share of Class B Common stock outstanding.1

~~Instinct~~Table ~~Brothers~~of ~~Co., Ltd Business Combination~~Contents

On February 28, 2025, we entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Relativity Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Pubco”), (iii) Relativity Purchaser Merger Sub II Inc., a company to be formed in the Cayman Islands and a wholly owned subsidiary of Pubco (the “Merger Sub” and the Merger Sub, collectively with the Purchaser and Pubco, the “Purchaser Parties”), (iv) Instinct Brothers Co., Ltd, a corporation organized under the laws of Japan (an “Operating Company” and “Target Company”) and its shareholder named on Annex I hereto ( “Seller”), (vi) Tomoki Nagano (“Founder”), (vii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative for the stockholders of Pubco (other than the Seller) (the “Purchaser Representative”), and (viii) Tomoki Nagano in the capacity as the representative for the Seller (the “Seller Representative”). The transactions contemplated by the Business Combination ~~Agreement are referred to herein as the “Transaction.”~~

~~Pursuant~~On toFebruary 28, ~~the~~2025, we entered into a Business Combination Agreement~~, subject~~ to (the ~~terms~~“Business ~~and~~Combination ~~conditions~~Agreement”) ~~set~~by ~~forth~~and ~~therein,~~among (ai) Relativity ~~the~~Acquisition ~~Merger~~Corp., ~~Sub~~a ~~will~~Delaware ~~merge~~corporation (together with ~~and~~its ~~into Relativity~~successors, ~~with~~the “Purchaser”), (ii) Relativity ~~surviving the~~Holdings Inc., ~~merger~~a asDelaware corporation and a wholly- owned subsidiary of the Purchaser (“Pubco”), ~~and~~ (biii) Relativity ~~each~~Purchaser ~~Seller~~Merger ~~shall~~Sub ~~contribute~~II Inc., ~~all~~a ofcompany ~~its~~to ~~ownership~~be ~~interests~~formed in ~~each~~the ~~Operating Company~~Cayman toIslands ~~Pubco~~and ina ~~exchange~~wholly ~~for~~owned ~~aggregate~~subsidiary ~~consideration~~of inPubco (the ~~amount~~“Merger ofSub” ~~$200,000,000~~and (the ~~“Contribution~~Merger ~~Consideration”)~~Sub, to becollectively ~~paid~~with in the ~~common~~Purchaser ~~stock~~and of Pubco, ~~valued~~the at“Purchaser ~~$10.00~~Parties”), ~~per~~(iv) Instinct ~~share~~Brothers ~~of common stock~~Co., AtLtd, ~~the~~a ~~Closing,~~corporation ~~each~~organized ~~public~~under ~~warrant~~the laws of ~~Relativity shall~~Japan be(an ~~converted~~“Operating ~~into~~Company” ~~one~~and ~~Pubco~~“Target ~~public~~Company”) ~~warrant~~ and ~~each~~its ~~private~~shareholder ~~warrant~~named ofon ~~Relativity~~Annex ~~shall~~I behereto ~~converted~~( ~~into~~“Seller”), ~~one~~(vi) Tomoki ~~Pubco~~Nagano ~~private~~(“Founder”), ~~warrant~~(vii) Relativity Acquisition Sponsor, in ~~each~~LLC, ~~case~~a ~~with~~Delaware ~~such~~limited ~~Pubco~~liability ~~warrant~~company, ~~having~~in ~~substantially~~the capacity as the ~~same~~representative ~~terms~~for ~~and~~the ~~conditions~~stockholders asof ~~set~~Pubco ~~forth~~(other inthan the ~~respective~~Seller) ~~Relativity~~(the ~~warrants~~“Purchaser Representative”), ~~except~~ ~~that~~and (viii) Tomoki Nagano in ~~each~~the ~~case~~capacity ~~they~~as ~~shall~~the ~~represent~~representative for the ~~right~~Seller to(the ~~acquire~~“Seller ~~shares~~Representative”). ofThe ~~Pubco~~transactions ~~common~~contemplated ~~stock~~by inthe ~~lieu~~Business ofCombination ~~shares~~Agreement ofare ~~Relativity~~referred ~~Class A~~to ~~common~~herein ~~stock~~as the “Transaction.”

~~The~~Pursuant ~~obligations~~to ofthe Business Combination Agreement, subject to the ~~parties~~terms and conditions set forth therein, (a) the Merger Sub will merge with and into Relativity, with Relativity surviving the merger as a wholly-owned subsidiary of Pubco, and (b) each Seller shall contribute all of its ownership interests in each Operating Company to ~~complete~~Pubco in exchange for aggregate consideration in the ~~Closing~~ ~~are~~amount ~~subject~~of $200,000,000 (the “Contribution Consideration”), to ~~various~~be ~~conditions~~paid in the common stock of Pubco valued at $10.00 Weper ~~are~~share ~~working~~of ~~toward~~common ~~completing~~stock. At the ~~proposed~~Closing, ~~business~~each ~~combination~~public aswarrant ~~soon~~of Relativity shall be converted into one Pubco public warrant and each private warrant of Relativity shall be converted into one Pubco private warrant, in each case with such Pubco warrant having substantially the same terms and conditions as ~~possible~~set forth in the respective Relativity warrants, except that in each case they shall represent the right to acquire shares of Pubco common stock in lieu of shares of Relativity Class A common stock.

2On March 25, 2026, we held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved:

~~Initial~~● ~~Business~~a ~~Combination~~proposal to adopt and approve the business combination agreement, dated as of February 28, 2025 (as amended and restated on October 22, 2025), by and among the Company, Relativity Holdings Inc., Instinct Bio Technical Company Inc., parties thereto, as described in more detail in the proxy statement relating to the Meeting.

~~Nasdaq~~● ~~rules~~a ~~require~~proposal ~~that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred fee payable~~ to ~~A.G.P.~~amend ~~pursuant to~~ the ~~Business~~second ~~Combination~~amended ~~Marketing Agreement~~ and ~~taxes payable~~restated oncertificate ~~the interest earned on the Trust Account) at the time~~ of ~~our~~incorporation ~~signing a definitive agreement in connection with our initial Business Combination. If our Board~~ of ~~Directors~~the isCompany ~~not able~~ to ~~independently~~eliminate ~~determine~~ the ~~fair~~requirement ~~market~~that ~~value~~the ~~of our initial Business Combination~~Company, we ~~will~~or ~~obtain~~any anentity ~~opinion from an independent investment banking firm~~ that issucceeds ~~a member of FINRA or an independent accounting firm with respect to~~ the ~~satisfaction~~Company, ofretain ~~such~~at ~~criteria.~~least ~~While~~$5,000,001 ~~we consider it unlikely that our Board~~ of ~~Directors~~net ~~will~~tangible ~~not~~assets befollowing ~~able to make an independent determination of~~ the ~~fair~~redemption ~~market value~~ of ~~our~~public ~~initial~~shares ~~Business~~in ~~Combination,~~connection ~~it may be unable to do so if it is less familiar or experienced~~ with the business ~~of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects~~combination. ~~Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of our independent directors.~~

WeThe ~~have~~obligations ~~until February 15, 2026 to consummate an initial Business Combination (subject to further extension with the approval~~ of ~~stockholders pursuant to~~ the ~~Second Amended~~parties ~~and Restated Charter, consistent with applicable laws, regulations and stock exchange rules). If we are unable~~ to ~~consummate~~complete ~~an initial Business Combination within~~ the ~~Combination~~Closing ~~Period,~~are we will redeem 100% of our issued and outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, subject to ~~applicable~~various ~~law and as further described herein, and then seek to liquidate and dissolve~~conditions. We anticipate structuring our initial Business Combination either (i) in such a way so that the post-transaction company in which our Public Stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target Management Team or stockholders, or for other reasons. However, we will only complete an initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial Business Combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial Business Combination could own less than a majority of our outstanding shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are ~~owned or~~working ~~acquired~~toward bycompleting the ~~post-transaction~~proposed ~~company, the portion of such~~ business orcombination businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as ~~the~~soon ~~initial Business Combination for purposes of a tender offer or for seeking stockholder approval,~~ as ~~applicable~~possible.

~~Our~~Initial ~~Management~~Business ~~Team~~Combination

~~Members~~Nasdaq ofrules require ~~our~~that ~~Management Team~~we ~~are~~must ~~not~~complete ~~obligated~~one toor ~~devote~~more ~~any~~Business ~~specific~~Combinations ~~number~~having ofan ~~hours~~aggregate tofair ~~our~~market ~~matters,~~value ~~but~~of ~~they~~at ~~devote~~least as80% ~~much~~of the value of ~~their~~the ~~time~~assets asheld ~~they~~in ~~deem~~the ~~necessary to~~Trust Account at the time of our ~~affairs~~signing ~~until~~a wedefinitive ~~have~~agreement ~~completed~~in connection with our initial Business Combination. ~~The~~If ~~amount~~our Board of ~~time~~Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent investment banking firm that ~~any~~is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our ~~Management~~Board ~~Team~~of ~~devotes in~~Directors ~~any~~will ~~time~~not ~~period~~be ~~has~~able ~~varied~~to ~~based~~make onan ~~whether~~independent adetermination ~~target~~of ~~business~~the ~~has~~fair ~~been~~market ~~selected~~value ~~for~~of our initial Business Combination, ~~and~~it may be unable to do so if it is less familiar or experienced with the ~~current stage~~business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial Business Combination ~~process~~must be approved by a majority of our independent directors.

~~Our~~We ~~Management~~have ~~Team’s operating~~until ~~and~~February ~~transaction~~15, ~~experience~~2027 ~~and~~to ~~relationships~~consummate an initial Business Combination (subject to further extension with ~~companies~~the ~~has~~approval ~~provided~~of usstockholders pursuant to the Second Amended and Restated Charter, consistent with aapplicable ~~substantial~~laws, ~~number~~regulations ofand ~~potential~~stock ~~Business Combination~~exchange ~~targets~~rules). ~~Over~~If ~~the~~we ~~course~~are ofunable ~~their~~to ~~careers,~~consummate an initial Business Combination within the ~~members~~Combination Period, we will redeem 100% of our ~~Management~~issued ~~Team~~and ~~have~~outstanding ~~developed~~Public Shares for a ~~broad~~pro ~~network~~rata portion of ~~contacts~~the ~~and corporate~~funds ~~relationships~~held in ~~various~~the ~~industries.~~Trust ~~This~~Account, ~~network~~equal ~~has~~to ~~grown~~the ~~through~~aggregate amount then on deposit in the ~~activities~~Trust ofAccount ~~our~~including ~~Management~~interest ~~Team~~earned ~~sourcing,~~on ~~acquiring~~ the funds held in the Trust Account and ~~financing~~not ~~businesses,~~previously released to us to pay our ~~Management~~taxes ~~Team’s~~(less ~~relationships~~up ~~with~~to ~~sellers~~$100,000 ~~financing~~of ~~sources~~interest ~~and~~to ~~target~~pay ~~Management~~dissolution ~~Teams~~expenses), ~~and~~divided by the ~~experience~~ number of ~~our~~then ~~Management~~outstanding ~~Team~~Public inShares, ~~executing~~subject ~~transactions~~to ~~under~~applicable ~~varying~~law ~~economic~~and as further described herein, and ~~financial~~then ~~market~~seek ~~conditions~~to liquidate and dissolve.

~~Status~~Table asof ~~a Public Company~~Contents

Our ~~structure~~Management as a public company makes us an attractive Business Combination partner to target businesses. As a public company, we offer a target business an alternative to the traditional initial public offering through a Business Combination with us. Following an initial Business Combination, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’ interests than it would as a private company. A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a Business Combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of Class A Common Stock (or shares of a new holding company) or for a combination of our shares of Class A Common Stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.Team

~~Although~~Members ~~there~~of ~~are~~our ~~various costs~~Management ~~and~~Team ~~obligations~~are ~~associated~~not ~~with~~obligated ~~being~~to adevote ~~public~~any ~~company,~~specific wenumber ~~believe~~of ~~target~~hours ~~businesses~~to ~~will~~our ~~find~~matters, ~~this~~but ~~method~~they adevote ~~more~~as ~~expeditious~~much ~~and cost-effective~~of ~~method~~their totime ~~becoming~~as athey ~~public~~deem ~~company~~necessary ~~than~~to ~~the~~our ~~typical~~affairs ~~Initial~~until ~~Public~~we ~~Offering.~~have ~~The~~completed ~~typical~~our ~~Initial~~initial ~~Public~~Business ~~Offering~~Combination. ~~process takes~~The aamount ~~significantly longer period~~ of time ~~than~~that ~~the~~any ~~typical~~member ~~Business~~of ~~Combination~~our ~~transaction~~Management ~~process,~~Team ~~and~~devotes ~~there are significant expenses~~ in ~~the~~any ~~Initial~~time ~~Public~~period ~~Offering~~has ~~process,~~varied ~~including~~based ~~underwriting~~on ~~discounts~~whether ~~and~~a ~~commissions,~~target ~~marketing~~business ~~and~~has ~~road~~been ~~show~~selected ~~efforts~~for ~~that~~our ~~may~~initial ~~not be~~Business ~~present~~Combination toand the ~~same~~current ~~extent~~stage inof ~~connection~~the ~~with an initial~~ Business Combination ~~with us~~process.

~~Furthermore,~~Our ~~once~~Management aTeam’s ~~proposed initial~~operating ~~Business~~and ~~Combination~~transaction isexperience ~~completed,~~and ~~the~~relationships ~~target~~with ~~business~~companies ~~will~~has ~~have~~provided ~~effectively~~us ~~become~~with ~~public,~~a ~~whereas~~substantial annumber ~~initial~~of ~~public~~potential ~~offering is~~Business ~~always~~Combination ~~subject~~targets. toOver the ~~underwriters’~~course ~~ability~~of totheir ~~complete~~careers, the ~~offering,~~members asof ~~well~~our asManagement ~~general~~Team ~~market~~have ~~conditions,~~developed ~~which~~a ~~could~~broad ~~delay or~~network ~~prevent~~of ~~the~~contacts ~~offering~~and ~~from~~corporate ~~occurring~~relationships orin ~~could~~various ~~have negative valuation consequences~~industries. ~~Following~~This annetwork ~~initial~~has ~~Business~~grown ~~Combination,~~through ~~we believe~~ the ~~target~~activities ~~business~~of ~~would~~our ~~then~~Management ~~have~~Team ~~greater~~sourcing, ~~access~~acquiring ~~to capital~~ and anfinancing ~~additional~~businesses, ~~means~~our ofManagement ~~providing~~Team’s ~~management~~relationships ~~incentives~~with ~~consistent~~sellers, ~~with stockholders’~~financing ~~interests~~sources and ~~the~~target ~~ability~~Management toTeams ~~use~~and ~~its~~the ~~shares~~experience asof ~~currency~~our ~~for~~Management ~~acquisitions.~~Team ~~Being~~in aexecuting ~~public~~transactions ~~company~~under ~~can~~varying ~~offer~~economic ~~further benefits by augmenting a company’s profile among potential new customers~~ and ~~vendors~~financial ~~and~~market ~~aid in attracting talented employees~~conditions.

~~While~~Status ~~we believe that our structure and our Management Team’s backgrounds make us an attractive business partner, some potential target businesses may view our status~~ as a ~~blank~~Public ~~check company, such as our lack of an operating history and our requirement to obtain stockholder approval of any proposed initial Business Combination, negatively.~~Company

~~Effecting~~ Our ~~Initial~~structure as a public company makes us an attractive Business Combination partner to target businesses. As a public company, we offer a target business an alternative to the traditional initial public offering through a Business Combination with us. Following an initial Business Combination, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’ interests than it would as a private company. A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a Business Combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of Class A Common Stock (or shares of a new holding company) or for a combination of our shares of Class A Common Stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

WeAlthough there are ~~not~~various ~~presently~~costs ~~engaged in,~~ and weobligations ~~will~~associated ~~not~~with ~~engage~~being ~~in,~~a ~~any~~public ~~operations~~company, ~~until~~ we ~~consummate~~believe ~~our~~target ~~initial~~businesses ~~Business~~will ~~Combination.~~find Wethis ~~intend~~method toa ~~effectuate~~more ~~our~~expeditious ~~initial Business~~and ~~Combination~~cost-effective ~~using~~method ~~cash~~to ~~from~~becoming ~~the~~a ~~proceeds~~public ofcompany ~~our~~than the typical Initial Public Offering. ~~(after~~The ~~redemptions~~typical ~~and~~Initial ~~net~~Public ofOffering ~~any~~process ~~taxes~~takes ~~payable)~~a ~~and the~~significantly ~~Private~~longer ~~Placement~~period of ~~the~~time ~~Private~~than ~~Placement Units,~~ the ~~proceeds~~typical ~~of the sale of our shares in connection with our initial~~ Business Combination ~~(including~~ ~~pursuant~~transaction toprocess, ~~any~~and ~~forward~~there ~~purchase~~are ~~agreements~~significant orexpenses ~~backstop~~in ~~agreements we may enter into following~~ the ~~consummation of our~~ Initial Public Offering ~~or otherwise)~~process, ~~shares~~including ~~issued~~underwriting todiscounts ~~the~~and ~~owners of the target~~commissions, ~~debt~~marketing ~~issued~~and toroad ~~bank~~show orefforts ~~other~~that ~~lenders~~may ornot ~~the~~be ~~owners~~present ofto the ~~target, lines~~same ofextent ~~credit~~in ~~arranged~~connection bywith ~~the~~an ~~target, or a combination of the foregoing. We may seek to complete our~~ initial Business Combination with a ~~company or business that may be financially unstable or in its early stages of development or growth, which would subject~~ us ~~to the numerous risks inherent in such companies and businesses~~.

4Furthermore, once a proposed initial Business Combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial Business Combination, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

IfWhile ~~our~~we ~~initial~~believe ~~Business~~that ~~Combination is~~our ~~paid~~structure ~~for~~and ~~using~~our ~~equity~~Management orTeam’s ~~debt~~backgrounds ~~securities,~~make orus ~~not~~an ~~all~~attractive ofbusiness ~~the~~partner, ~~funds~~some ~~released~~potential ~~from~~target ~~the~~businesses ~~Trust~~may ~~Account~~view ~~are~~our ~~used~~status ~~for~~as ~~payment~~a ofblank ~~the~~check ~~consideration in~~company, ~~connection~~such ~~with~~as our ~~initial~~lack ~~Business~~of ~~Combination~~an oroperating ~~used~~history ~~for~~and ~~redemptions of~~ our ~~Class~~requirement ~~A Common Stock, we may apply the balance of the cash released~~ to usobtain ~~from~~stockholder ~~the~~approval ~~Trust Account for general corporate purposes, including for maintenance or expansion~~ of ~~operations~~any ofproposed ~~the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our~~ initial Business Combination, to ~~fund the purchase of other companies or for working capital~~negatively.

WeEffecting ~~may~~Our seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial Business Combination, and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our Initial ~~Public Offering and the sale of the Private Placement Units and may as a result be required to seek additional financing to complete such proposed initial~~ Business Combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial Business Combination. In the case of an initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial Business Combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately, or through loans in connection with our initial Business Combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

~~Sources~~We are not presently engaged in, and we will not engage in, any operations until we consummate our initial Business Combination. We intend to effectuate our initial Business Combination using cash from the proceeds of ~~Target~~our ~~Businesses~~Initial Public Offering (after redemptions and net of any taxes payable) and the Private Placement of the Private Placement Units, the proceeds of the sale of our shares in connection with our initial Business Combination (including pursuant to any forward purchase agreements or backstop agreements we may enter into following the consummation of our Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, lines of credit arranged by the target, or a combination of the foregoing. We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

Target business candidates have been brought to our attention from various unaffiliated sources, including investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our prospectus in connection with our Initial Public Offering or this Report and know what types of businesses we are targeting. Our officers and directors, as well as our Sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we are supported by A.G.P. and its team of investment banking professionals, each of whom have meaningful transaction experience, including in corporate finance, Business Combinations and acquisitions, equity and debt capital markets, strategic consulting and operations. A.G.P. has developed an extensive network of contacts and corporate relationships which we believe provides us with an important source of initial Business Combination opportunities. The collective experience, capability and network of our founders, directors and officers, and A.G. P. combined with their individual and collective reputations in the investment community, has helped to create prospective Business Combination opportunities. We received a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our Sponsor and their affiliates. We may engage the services of professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will only pay a finder’s fee, consulting fee, advisory fee or other compensation to the extent such payment would be in compliance with all applicable laws and regulations. We will engage a finder only to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. In no event, however, will our Sponsor or any of our existing officers or directors, or any entity with which our Sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial Business Combination (regardless of the type of transaction that it is). None of our Sponsor, executive officers or directors, or any of their respective affiliates, are allowed to receive any compensation, finder’s fees or consulting fees from a prospective Business Combination target in connection with a contemplated initial Business Combination. We agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement and reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination. Such fees has been accrued since December 2023. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial Business Combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial Business Combination candidate.3

5Table of Contents

WeIf ~~are~~our ~~not prohibited from pursuing an~~ initial Business Combination ~~with~~is anpaid ~~initial~~for ~~Business~~using ~~Combination~~equity ~~target~~or ~~that~~debt ~~is affiliated with our Sponsor~~securities, ~~officers~~ or ~~directors~~ ornot ~~making~~all of the ~~initial~~funds ~~Business~~released ~~Combination~~from ~~through~~the aTrust ~~joint~~Account ~~venture~~are orused ~~other~~for ~~form~~payment of ~~shared~~the ~~ownership~~consideration in connection with our ~~Sponsor,~~initial ~~officers or~~Business ~~directors.~~Combination Inor ~~the~~used ~~event~~for weredemptions ~~seek~~of ~~to complete~~ our ~~initial~~Class A ~~business~~Common ~~combination~~Stock, ~~with~~we anmay ~~initial~~apply ~~business~~the ~~combination~~balance ~~target~~of ~~that~~the iscash ~~affiliated with~~released ~~our~~to ~~Sponsor,~~us ~~executive~~from ~~officers~~the orTrust ~~directors,~~Account ~~we,~~for orgeneral acorporate ~~committee of independent directors~~purposes, ~~would~~including ~~obtain~~for anmaintenance ~~opinion~~or ~~from~~expansion anof ~~independent investment~~operations ~~banking~~of ~~firm~~the ~~which~~post-transaction iscompany, athe ~~member~~payment of ~~FINRA~~principal or aninterest ~~independent~~due ~~accounting~~on ~~firm~~indebtedness ~~that~~incurred ~~such~~in ancompleting our initial Business Combination, ~~is fair~~ to ~~our~~fund ~~company~~the ~~from~~purchase ~~a financial point~~ of ~~view.~~other Wecompanies ~~are~~or ~~not~~for ~~required~~working ~~to obtain such an opinion in any other context~~capital.

IfWe ~~any~~may ofseek ~~our~~to ~~officers~~raise additional funds through a private offering of debt or ~~directors~~ ~~becomes~~equity ~~aware~~securities in connection with the completion of anour initial Business Combination, ~~opportunity~~and ~~that~~we ~~falls~~may ~~within~~effectuate our initial Business Combination using the ~~line~~proceeds of ~~business~~such ofoffering ~~any~~rather ~~entity~~than tousing ~~which~~the ~~he or~~amounts ~~she~~held ~~has~~in ~~pre-existing~~the ~~fiduciary~~Trust orAccount. ~~contractual~~In ~~obligations~~addition, hewe orintend ~~she~~to target businesses larger than we could acquire with the net proceeds of our Initial Public Offering and the sale of the Private Placement Units and may as a result be required to ~~present~~seek additional financing to complete such proposed initial Business Combination. ~~opportunity~~ Subject to ~~such~~compliance ~~entity~~with ~~prior~~applicable securities laws, we would expect to ~~presenting~~complete such financing only simultaneously with the completion of our initial Business Combination. ~~opportunity~~In tothe ~~us.~~case ~~Our~~of ~~officers~~an initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial Business Combination would disclose the terms of the financing and, ~~directors~~only ~~currently~~if ~~have~~required ~~certain~~by ~~relevant fiduciary~~law, ~~duties~~we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately, or ~~contractual~~through ~~obligations~~loans ~~that~~in ~~may~~connection ~~take~~with ~~priority~~our ~~over~~initial ~~their~~Business ~~duties~~Combination. At this time, we are not a party to usany arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

~~Selection~~Sources of a Target ~~Business and Structuring of our Initial Business Combination~~Businesses

~~Nasdaq~~Target ~~rules~~business ~~require~~candidates ~~that we~~have ~~must~~been ~~complete~~brought ~~one~~to orour ~~more~~attention ~~Business~~from ~~Combinations~~various ~~having~~unaffiliated ansources, ~~aggregate~~including ~~fair~~investment ~~market~~bankers ~~value~~and ofinvestment atprofessionals. ~~least~~Target ~~80%~~businesses ofmay ~~the~~be ~~value~~brought ofto ~~the~~our ~~assets~~attention ~~held in~~by ~~the~~such ~~Trust~~unaffiliated ~~Account~~sources ~~(excluding~~as ~~the~~a ~~deferred~~result ~~fee~~of ~~payable~~being tosolicited Aby us by calls or mailings.~~G.P.~~ ~~pursuant~~These tosources ~~the~~may ~~Business~~also ~~Combination~~introduce ~~Marketing~~us ~~Agreement~~to ~~and~~target ~~taxes payable~~businesses onin ~~the~~which ~~interest~~they ~~earned~~think onwe ~~the~~may ~~Trust~~be ~~Account)~~interested aton ~~the~~an ~~time~~unsolicited basis, since many of ~~our~~these ~~signing~~sources awill ~~definitive~~have ~~agreement~~read our prospectus in connection with our ~~initial Business~~Initial ~~Combination.~~Public ~~The~~Offering ~~fair~~or ~~market~~this ~~value~~Report and know what types of businesses we are targeting. Our officers and directors, as well as our ~~initial~~Sponsor ~~Business~~and ~~Combination~~their ~~will~~affiliates, bemay ~~determined~~also bybring to our ~~Board~~attention target business candidates that they become aware of ~~Directors~~through ~~based~~their ~~upon one~~business orcontacts ~~more~~as ~~standards~~a ~~generally~~result ~~accepted~~of byformal ~~the~~or ~~financial~~informal ~~community~~inquiries or discussions they may have, ~~such~~as well as ~~discounted~~attending ~~cash~~trade ~~flow~~shows ~~valuation,~~or aconventions. ~~valuation~~The ~~based~~collective onexperience, ~~trading multiples~~capability and network of ~~comparable~~our ~~public~~founders, ~~businesses~~directors orand aofficers, ~~valuation~~and ~~based~~A.G. onP. combined with their individual and collective reputations in the ~~financial~~investment ~~metrics~~community, ofhas ~~M&A~~helped ~~transactions~~to ofcreate ~~comparable~~prospective ~~businesses~~Business Combination opportunities. If ~~our~~We ~~Board~~received a number of ~~Directors~~proprietary isdeal flow opportunities that would not ~~able~~otherwise necessarily be available to ~~independently~~us ~~determine~~as ~~the~~a ~~fair~~result ~~market~~of ~~value~~the business relationships of our ~~initial~~officers ~~Business~~and ~~Combination,~~directors weand ~~will~~our ~~obtain an~~Sponsor ~~opinion~~and ~~from~~their anaffiliates. ~~independent~~We ~~investment~~may ~~banking~~engage ~~firm~~the services of professional firms or other individuals that isspecialize in business acquisitions, in which event we may pay a ~~member~~finder’s offee, ~~FINRA~~consulting fee, advisory fee or other compensation to be determined in an ~~independent~~arm’s ~~accounting~~length ~~firm~~negotiation ~~with~~based ~~respect~~on the terms of the transaction. We will only pay a finder’s fee, consulting fee, advisory fee or other compensation to the ~~satisfaction~~ ofextent such ~~criteria~~payment would be in compliance with all applicable laws and regulations. ~~While~~We wewill ~~consider~~engage ita ~~unlikely~~finder ~~that~~only to the extent our ~~Board~~Management determines that the use of ~~Directors~~a ~~will~~finder may bring opportunities to us that may not otherwise be ~~able~~available to ~~make~~us or if finders approach us on an ~~independent~~unsolicited ~~determination~~ basis with a potential transaction that our Management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the ~~fair~~funds ~~market~~held ~~value~~in the Trust Account. In no event, however, will our Sponsor or any of our ~~initial~~existing ~~Business~~officers ~~Combination~~or directors, itor ~~may~~any entity with which our Sponsor or officers are affiliated, be ~~unable~~paid toany dofinder’s sofee, ifreimbursement, itconsulting isfee, ~~less~~monies ~~familiar~~in orrespect ~~experienced~~of ~~with~~any ~~the business~~payment of a ~~particular~~loan ~~target~~or other compensation by the company prior to, or ifin ~~there~~connection iswith aany ~~significant~~services ~~amount~~rendered offor ~~uncertainty~~any asservices they render in order to effectuate, the ~~value~~completion of aour ~~target’s~~initial ~~assets~~Business orCombination ~~prospects~~(regardless of the type of transaction that it is). We doNone ~~not~~of ~~intend~~our Sponsor, executive officers or directors, or any of their respective affiliates, are allowed to ~~purchase~~receive ~~multiple~~any ~~businesses~~compensation, infinder’s ~~unrelated~~fees ~~industries~~or consulting fees from a prospective Business Combination target in ~~conjunction~~connection with ~~our~~a contemplated initial Business Combination. ~~Subject~~ We agreed to ~~this~~pay ~~requirement~~an affiliate of our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement and reimburse our ~~Management~~Sponsor ~~will~~for ~~have~~any ~~virtually~~out-of-pocket ~~unrestricted~~expenses ~~flexibility~~related into identifying, investigating and ~~selecting~~completing ~~one~~an orinitial ~~more~~Business ~~prospective target~~Combination. ~~businesses,~~Such ~~although~~fees wehas ~~will~~been ~~not~~accrued besince ~~permitted~~December 2023. toSome ~~effectuate~~of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial Business Combination. ~~with~~The ~~another~~presence ~~blank~~or ~~check~~absence ~~company~~of any such fees or arrangements will not be used as a ~~similar~~criterion ~~company~~in ~~with~~our ~~nominal~~selection ~~operations~~process of an initial Business Combination candidate.

InWe ~~any~~are ~~case,~~not weprohibited ~~will~~from ~~only complete~~pursuing an initial Business Combination inwith ~~which~~an weinitial ~~own~~Business orCombination ~~acquire~~target ~~50%~~that is affiliated with our Sponsor, officers or ~~more~~directors ofor making the ~~outstanding~~initial ~~voting~~Business ~~securities~~Combination ofthrough ~~the~~a ~~target~~joint venture or ~~otherwise~~ ~~acquire~~other aform ~~controlling~~of ~~interest~~shared inownership ~~the~~with ~~target~~our ~~sufficient~~Sponsor, ~~for~~officers itor ~~not~~directors. toIn bethe ~~required~~event we seek to ~~register~~complete asour initial business combination with an ~~investment~~initial ~~company~~business ~~under the~~combination ~~Investment~~target ~~Company~~that ~~Act.~~is Ifaffiliated wewith ~~own~~our Sponsor, executive officers or ~~acquire~~directors, ~~less~~we, ~~than~~or ~~100%~~a committee of ~~the~~independent ~~equity~~directors, ~~interests~~would orobtain ~~assets~~an ofopinion afrom ~~target~~an ~~business~~independent orinvestment ~~businesses, the~~banking ~~portion~~firm ofwhich ~~such~~is ~~business~~a member of FINRA or ~~businesses~~an ~~that~~independent ~~are~~accounting ~~owned~~firm orthat ~~acquired~~such byan ~~the~~initial ~~post-transaction~~Business ~~company~~Combination is ~~what~~fair ~~will~~to beour ~~taken~~company ~~into~~from ~~account for~~a ~~purposes~~financial point of ~~Nasdaq’s~~view. ~~80%~~We ofare ~~net~~not ~~assets~~required ~~test~~to obtain such an opinion in any other context.

To the extent we consummate our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our Management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure our stockholders that we will properly ascertain or assess all significant risk factors.4

InTable evaluating a prospective business target, we continue to conduct a thorough due diligence review, which encompasses, among other things, meetings with incumbent Management and employees, document reviews, interviews of ~~customers and suppliers and inspection of facilities, as well as a review of financial and other information that will be made available to us.~~Contents

~~The~~If ~~time~~any ~~required~~of ~~to complete~~ our officers or directors becomes aware of an initial Business Combination, ~~and~~opportunity that falls within the ~~costs~~line ~~associated~~of ~~with~~business ~~this~~of ~~process,~~any ~~are~~entity ~~not~~to ~~currently~~which ~~ascertainable~~he ~~with~~or ~~any~~she ~~degree~~has ofpre-existing ~~certainty. Any~~fiduciary ~~costs~~or ~~incurred~~contractual ~~with~~obligations, ~~respect~~he toor ~~the~~she ~~identification~~may ~~and~~be ~~evaluation~~required ofto apresent ~~prospective~~such ~~target~~Business ~~business~~Combination ~~with~~opportunity ~~which~~to ~~our~~such ~~initial~~entity prior to presenting such Business Combination isopportunity ~~not~~to ~~ultimately~~us. ~~completed~~Our ~~will~~officers ~~result~~and indirectors ~~our~~currently ~~incurring~~have ~~losses~~certain ~~and~~relevant ~~will~~fiduciary ~~reduce~~duties ~~the~~or ~~funds~~contractual weobligations ~~can~~that ~~use~~may totake ~~complete~~priority ~~another~~over ~~Business Combination~~their duties to us.

6Selection of a Target Business and Structuring of our Initial Business Combination

~~Lack~~Nasdaq rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account at the time of our signing a definitive agreement in connection with our initial Business ~~Diversification~~Combination. The fair market value of our initial Business Combination will be determined by our Board of Directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our Board of Directors will not be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination. Subject to this requirement, our Management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial Business Combination with another blank check company or a similar company with nominal operations.

~~For~~In anany ~~indefinite~~case, ~~period~~we ~~of time~~will ~~after~~only ~~the~~complete ~~completion~~an ~~of our~~ initial Business Combination, ~~the~~in ~~prospects~~which ~~for~~we ~~our~~own ~~success~~or ~~may~~acquire ~~depend~~50% ~~entirely~~or onmore of the ~~future~~outstanding ~~performance~~ voting securities of athe ~~single~~target ~~business.~~or ~~Unlike~~otherwise ~~other~~acquire ~~entities~~a ~~that~~controlling ~~have~~interest in the ~~resources~~target tosufficient ~~complete~~for ~~Business~~it ~~Combinations~~not ~~with~~to ~~multiple~~be ~~entities~~required into ~~one~~register ~~or several~~as ~~industries,~~an itinvestment iscompany ~~probable~~under ~~that~~the weInvestment ~~will~~Company ~~not~~Act. ~~have~~If ~~the~~we ~~resources~~own toor ~~diversify~~acquire ~~our~~less ~~operations~~than ~~and~~100% ~~mitigate~~of the ~~risks~~equity ofinterests ~~being~~or ~~in a~~assets ~~single~~of ~~line~~a oftarget business. Inor ~~addition~~businesses, wethe ~~have~~portion ~~focused~~of ~~and~~such ~~will~~business ~~continue~~or tobusinesses ~~focus~~that ~~our~~are ~~search~~owned ~~for~~or anacquired ~~initial~~by ~~Business~~the ~~Combination~~post-transaction incompany ~~a single~~is ~~industry.~~what Bywill ~~completing~~be ~~our~~taken ~~initial~~into ~~Business~~account ~~Combination~~for ~~with~~purposes ~~only~~of aNasdaq’s ~~single~~80% ~~entity, our lack~~ of ~~diversification~~net ~~may:~~assets test.

●To ~~subject~~the usextent towe ~~negative~~consummate ~~economic,~~our ~~competitive~~initial ~~and~~Business ~~regulatory~~Combination ~~developments,~~with ~~any~~a company or ~~all~~business that may be financially unstable or in its early stages of ~~which~~development or growth we may ~~have~~be aaffected ~~substantial~~by ~~adverse~~numerous ~~impact~~risks oninherent in such company or business. Although our Management will endeavor to evaluate the ~~particular~~risks ~~industry~~inherent in ~~which~~a particular target business, we ~~operate~~cannot ~~after~~assure our ~~initial~~stockholders ~~Business~~that ~~Combination,~~we ~~and~~will properly ascertain or assess all significant risk factors.

●In ~~cause~~evaluating usa prospective business target, we continue to ~~depend~~conduct ona ~~the~~thorough ~~marketing~~due diligence review, which encompasses, among other things, meetings with incumbent Management and ~~sale~~employees, document reviews, interviews of acustomers ~~single~~and ~~product~~suppliers orand ~~limited~~inspection ~~number~~of facilities, as well as a review of ~~products~~financial orand ~~services~~other information that will be made available to us.

~~Limited~~The ~~Ability~~time required to ~~Evaluate~~complete our initial Business Combination, and the ~~Target’s Management~~costs ~~Team~~associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination.

~~Although~~Lack ~~we closely scrutinize the management~~ of ~~a prospective target business, when evaluating the desirability of effecting our initial~~ Business Combination with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our Management Team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our Management Team will remain with the combined company will be made at the time of our initial Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure our stockholders that members of our Management Team will have significant experience or knowledge relating to the operations of a particular target business.Diversification

WeFor ~~cannot~~an ~~assure~~indefinite ~~you~~period ~~that any~~of time after the completion of our ~~key~~initial ~~personnel~~Business ~~will~~Combination, ~~remain~~the inprospects ~~senior~~for ~~management~~our orsuccess ~~advisory~~may ~~positions~~depend ~~with~~entirely on the ~~combined~~future ~~company~~performance of a single business. ~~The~~Unlike ~~determination~~other asentities that have the resources to ~~whether any~~complete ofBusiness ~~our~~Combinations ~~key~~with ~~personnel~~multiple entities in one or several industries, it is probable that we will ~~remain~~not ~~with~~have the ~~combined~~resources ~~company~~to ~~will~~diversify beour ~~made~~operations atand mitigate the ~~time~~risks of being in a single line of business. In addition, we have focused and will continue to focus our search for an initial Business Combination in a single industry. By completing our initial Business Combination with only a single entity, our lack of diversification may:

~~Following~~● ansubject ~~initial~~us ~~Business Combination, we may seek~~ to ~~recruit~~negative ~~additional~~economic, ~~managers~~competitive toand ~~supplement~~regulatory ~~the~~developments, ~~incumbent~~any ~~Management~~or all of ~~the~~which ~~target~~may ~~business.~~have Wea ~~cannot~~substantial ~~assure our~~adverse ~~stockholders~~impact ~~that~~on ~~we will have~~ the ~~ability~~particular toindustry ~~recruit~~in ~~additional~~which ~~managers,~~we oroperate ~~that~~after ~~additional~~our ~~managers~~initial ~~will~~Business ~~have the requisite skills~~Combination, ~~knowledge~~ ~~or experience necessary to enhance the incumbent Management.~~and

~~Stockholders~~● ~~May~~cause ~~Not~~us ~~Have~~to depend on the ~~Ability~~marketing toand ~~Approve Our~~sale ~~Initial~~of ~~Business~~a ~~Combination~~single product or limited number of products or services.

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial Business Combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.5

~~Type~~Table of Transaction Whether Stockholder Approval Is Required Purchase of assets No Purchase of stock of target not involving a Business Combination with our Company No Business Combination of target into a subsidiary of our Company No Business Combination of our Company with a target YesContents

~~Under~~Limited ~~Nasdaq’s~~Ability ~~listing rules,~~to ~~stockholder~~Evaluate ~~approval~~the ~~would~~Target’s beManagement ~~required for our initial Business Combination if, for example:~~Team

●Although we ~~issue~~closely ~~shares~~scrutinize the management of ~~Class~~a Aprospective ~~Common~~target ~~Stock~~business, when evaluating the desirability of effecting our initial Business Combination with that ~~will~~business, beour ~~equal~~assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our Management Team, if any, in ~~excess~~the target business cannot presently be stated with any certainty. The determination as to whether any of ~~20%~~the members of our Management Team will remain with the ~~number~~combined company will be made at the time of ~~shares~~our initial Business Combination. While it is possible that one or more of our ~~Class~~directors Awill ~~Common~~remain ~~Stock~~associated ~~then~~in ~~outstanding;~~some capacity with us following our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure our stockholders that members of our Management Team will have significant experience or knowledge relating to the operations of a particular target business.

●We ~~any~~cannot ofassure ~~our~~you ~~directors,~~that ~~officers~~any orof ~~substantial~~our ~~stockholders~~key ~~(as~~personnel ~~defined~~will byremain ~~Nasdaq~~in ~~rules)~~senior ~~has~~management ~~a 5%~~ or ~~greater~~advisory ~~interest~~positions ~~(or~~with ~~such~~the ~~persons~~combined ~~collectively~~company. ~~have~~The adetermination ~~10%~~as orto ~~greater~~whether ~~interest),~~any ~~directly~~of orour ~~indirectly,~~key inpersonnel ~~the~~will ~~target~~remain ~~business~~with orthe ~~assets~~combined tocompany will be ~~acquired~~made orat ~~otherwise and~~ the ~~present~~time ~~or potential issuance~~ of ~~Common~~our ~~Stock~~initial ~~could~~Business ~~result in an increase in outstanding common shares or voting power of 5% or more; or~~Combination.

●Following ~~the~~an ~~issuance~~initial orBusiness ~~potential~~Combination, ~~issuance~~we may seek to recruit additional managers to supplement the incumbent Management of ~~Common~~the ~~Stock~~target ~~will~~business. ~~result~~We incannot assure our ~~undergoing~~stockholders athat ~~change~~we ofwill ~~control~~have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent Management.

7Stockholders May Not Have the Ability to Approve Our Initial Business Combination

~~Permitted~~We ~~Purchases~~may conduct redemptions without a stockholder vote pursuant to the tender offer rules of ~~our~~the ~~Securities~~SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial Business Combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

If we ~~seek~~ ~~stockholder~~Type ~~approval~~ of ~~our~~Transaction ~~initial~~ ~~Business~~ ~~Combination~~ ~~and~~WhetherStockholderApproval weIsRequired doPurchase not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, Initial Stockholders, directors, officers, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of ~~our~~assets ~~initial Business~~No ~~Combination.~~Purchase ~~There is no limit on the number~~ of ~~Public~~stock Shares our Initial Stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of ~~any~~target ~~material nonpublic information~~ not ~~disclosed~~involving ~~to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute~~ a ~~tender~~Business ~~offer~~Combination ~~subject~~with toour ~~the~~Company ~~tender~~No ~~offer~~Business ~~rules~~Combination ~~under~~of ~~the~~target ~~Exchange~~into ~~Act or~~ a ~~going-private transaction~~subsidiary ~~subject~~of toour ~~the~~Company ~~going-private~~No ~~rules~~Business ~~under~~Combination ~~the Exchange Act; however, if the purchasers determine at the time~~ of ~~any~~our ~~such~~Company ~~purchases that the purchases are subject to such rules, the purchasers will comply~~ with ~~such~~a ~~rules.~~target Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions prior to completion of our initial Business Combination.Yes

The purpose of any such purchases of Public Shares could be to vote such Public Shares in favor of the initial Business Combination and thereby increase the likelihood of obtaining stockholder approval of the initial Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such Public Warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Public Shares or Public Warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

~~Our~~Under ~~Sponsor,~~Nasdaq’s ~~officers,~~listing ~~directors and/or their affiliates anticipate that they may identify the stockholders with whom our Sponsor~~rules, ~~officers,~~stockholder ~~directors~~approval or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial Business Combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would ~~identify~~be ~~and~~required ~~contact only potential selling stockholders who have expressed their election to redeem their shares~~ for ~~a pro rata share of the Trust Account or vote against~~ our initial ~~Business~~ ~~Combination, whether or not such stockholder has already submitted a proxy with respect to our initial~~ Business Combination~~. Our~~ ~~Sponsor~~if, ~~officers,~~for ~~directors, advisors or their affiliates will only purchase Public Shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.~~example:

~~Any~~● ~~purchases~~we byissue ~~our~~shares ~~Sponsor, officers,~~of ~~directors~~Class ~~and/or~~A ~~their~~Common ~~affiliates~~Stock ~~who~~that ~~are affiliated purchasers under Rule 10b-18 under the Exchange Act~~ will ~~only~~ be ~~made~~equal to ~~the~~ ~~extent~~or ~~such purchases are able to be made~~ in ~~compliance~~excess ~~with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5~~ of ~~the~~20% Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, officers, directors and/or their affiliates will not make purchases of ~~Public Shares if~~ the ~~purchases~~number ~~would violate Section 9(a)(2) or Rule 10b-5~~ of ~~the~~shares ~~Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16~~ of ~~the~~our ~~Exchange~~Class ~~Act~~A toCommon ~~the~~Stock ~~extent~~then ~~such purchases are subject to such reporting requirements.~~outstanding;

8● any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Common Stock could result in an increase in outstanding common shares or voting power of 5% or more; or

~~Redemption~~● ~~Rights~~the ~~for~~issuance ~~Public~~or ~~Stockholders~~potential ~~upon Completion~~issuance of Common Stock will result in our ~~Initial~~undergoing ~~Business~~a ~~Combination~~change of control.

We will provide our Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account was approximately $11.41 per Public Share as of December 31, 2023. The per-share amount we will distribute to investors who properly redeem their Public Shares will not be reduced by the deferred fee payable to A.G.P. pursuant to the Business Combination Marketing Agreement. Our Initial Stockholders, and our officers and directors, have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any shares of Common Stock held by them, whether now or hereafter acquired, in connection with the completion of our initial Business Combination.6

~~Manner~~Table of ~~Conducting Redemptions~~Contents

WePermitted ~~will~~Purchases ~~provide our Public Stockholders with the opportunity to redeem all or a portion~~ of ~~their Public Shares upon the completion of~~ our initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct Business Combinations with our Company where we do not survive and any transactions where we issue more than 20% of our outstanding Common Stock or seek to amend our Second Amended and Restated Charter would require stockholder approval. If we structure an initial Business Combination with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed initial Business Combination. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.Securities

If awe seek stockholder ~~vote~~approval isof ~~not required~~our initial Business Combination and we do not ~~decide~~conduct redemptions in connection with our initial Business Combination pursuant to ~~hold~~the atender ~~stockholder~~offer ~~vote~~rules, ~~for~~our ~~business~~Sponsor, Initial Stockholders, directors, officers, advisors or ~~other~~their ~~legal~~affiliates ~~reasons~~may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination. There is no limit on the number of Public Shares our Initial Stockholders, wedirectors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, ~~pursuant~~if any, would constitute a tender offer subject to ~~our~~the ~~Second~~tender ~~Amended~~ offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and ~~Restated~~Section 16 ~~Charter:~~of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions prior to completion of our initial Business Combination.

●The ~~conduct~~purpose ~~the~~of ~~redemptions~~any ~~pursuant~~such purchases of Public Shares could be to ~~Rule~~vote ~~13e-4~~such Public Shares in favor of the initial Business Combination and ~~Regulation~~thereby ~~14E~~increase the likelihood of obtaining stockholder approval of the ~~Exchange~~initial ~~Act~~Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, ~~which~~where ~~regulate~~it ~~issuer~~appears ~~tender~~that ~~offers~~such requirement would otherwise not be met. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such Public Warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Public Shares or Public Warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

●Our ~~file~~Sponsor, ~~tender~~officers, ~~offer~~directors ~~documents~~and/or their affiliates anticipate that they may identify the stockholders with whom our Sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the ~~SEC~~stockholders ~~prior~~contacting tous ~~completing~~directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial Business Combination. ~~which~~To ~~contain~~the ~~substantially~~extent ~~the~~that ~~same~~our ~~financial~~Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and ~~other~~contact ~~information~~only ~~about~~potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial Business Combination, ~~and~~whether ~~the~~or ~~redemption~~not ~~rights~~such asstockholder ishas ~~required~~already ~~under~~submitted a proxy with respect to our initial Business Combination. Our Sponsor, officers, directors, advisors or their affiliates will only purchase Public Shares if such purchases comply with Regulation ~~14A~~M ofunder the Exchange Act, ~~which~~and ~~regulates~~ the ~~solicitation~~other offederal ~~proxies~~securities laws.

~~Upon~~Any ~~the~~purchases ~~public~~by ~~announcement of~~ our ~~initial~~Sponsor, ~~Business Combination~~officers, wedirectors and/or ~~our~~their ~~Sponsor~~affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will ~~terminate~~only ~~any~~be ~~plan~~made ~~established~~to the extent such purchases are able to be made in ~~accordance~~compliance with Rule 10b-18, ~~10b5~~which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-15 toof ~~purchase Public~~the ~~Shares~~Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the ~~open~~safe ~~market~~harbor ifto webe ~~elect~~available to ~~redeem~~the ~~our~~purchaser. Our Sponsor, officers, directors and/or their affiliates will not make purchases of Public Shares ~~through~~if athe ~~tender~~purchases ~~offer,~~would toviolate ~~comply~~Section 9(a)(2) or ~~with~~ Rule ~~14e~~ 10b-5 ~~under~~of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

InRedemption ~~the~~Rights ~~event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open~~ for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Stockholders not tendering more than a specified number of Public Shares which are not purchased by our Sponsor, which number will be based on the requirement that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon ~~consummation of~~Completion ~~our initial Business Combination and after payment~~ of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our ~~initial~~Initial Business Combination~~. If Public Stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial Business Combination.~~

IfWe will provide our Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination, ~~however~~at a per-share price, ~~stockholder~~payable ~~approval~~ in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the ~~transaction~~consummation isof ~~required~~the byinitial ~~law~~Business orCombination ~~stock~~including ~~exchange~~interest ~~listing~~earned ~~requirement~~on the funds held in the Trust Account and not previously released to us to pay our taxes, ordivided weby ~~decide~~the number of then outstanding Public Shares, subject to ~~obtain~~the ~~stockholder~~limitations ~~approval~~described ~~for~~herein. ~~business or~~The ~~other~~amount ~~legal~~in ~~reasons~~the Trust Account was approximately $11.62 per Public Share as of December 31, we2025. ~~will~~Our Initial Stockholders, and our officers and directors, have entered into the Letter Agreement with us, pursuant to ~~our~~which ~~Second~~they ~~Amended~~have ~~and~~agreed ~~Restated~~to ~~Charter:~~waive their redemption rights with respect to any shares of Common Stock held by them, whether now or hereafter acquired, in connection with the completion of our initial Business Combination.

● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and7

●Table ~~file~~of ~~proxy materials with the SEC.~~Contents

9Manner of Conducting Redemptions

InWe will provide our Public Stockholders with the ~~event~~opportunity ~~that~~to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of ~~our~~a proposed initial Business Combination, weor conduct a tender offer will ~~distribute~~be ~~proxy~~made ~~materials~~by ~~and~~us, solely in ~~connection~~our ~~therewith~~discretion, ~~provide~~and ~~our Public~~will ~~Stockholders~~be ~~with~~based on a variety of factors such as the ~~redemption~~timing ~~rights~~of ~~described~~the ~~above~~transaction ~~upon~~and ~~completion~~whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct Business Combinations with our Company where we do not survive and any transactions where we issue more than 20% of our outstanding Common Stock or seek to amend our Second Amended and Restated Charter would require stockholder approval. If we structure an initial Business Combination with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed initial Business Combination. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

If wea ~~seek~~ stockholder approval, we will complete our initial Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the initial Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of our outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote atis ~~such~~not ~~meeting.~~required ~~Our Initial Stockholders will count toward this quorum~~ and ~~pursuant~~we todo ~~the~~not ~~Letter~~decide ~~Agreement our Initial Stockholders, and our officers and directors, have agreed~~ to ~~vote~~hold their Founder Shares, Private Placement Shares, and any Public Shares purchased during or after our Initial Public Offering (including in open market and privately negotiated transactions) in favor of our initial Business Combination. For purposes of seeking approval of the majority of our outstanding shares of Common Stock voted, non-votes will have no effect on the approval of our initial Business Combination once a ~~quorum is obtained. As a result of the Founder Share Conversion and the redemptions in connection with the~~ stockholder ~~votes~~vote onfor ~~the~~business ~~First~~or ~~Extension~~other ~~and~~legal ~~Second Extension~~reasons, ~~our Sponsor’s holdings constitute approximately 96.52% of the voting power of our outstanding Common Stock; consequently, unless otherwise required under applicable law,~~ we ~~would not need any of the 153~~will,~~295~~ ~~outstanding~~pursuant ~~Public Shares~~ to ~~be voted in favor of an initial Business Combination in order to have~~ our ~~initial~~Second ~~Business~~Amended Combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial Business Combination. These quorum and ~~voting~~Restated thresholds, and the voting agreements of our Initial Stockholders, make it more likely that we will consummate our initial Business Combination. Each Public Stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction.Charter:

~~Our~~● ~~Second~~conduct ~~Amended~~the ~~and~~redemptions ~~Restated Charter~~pursuant ~~provides that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior~~ to orRule ~~upon~~13e-4 ~~consummation of our initial Business Combination~~ and ~~after~~Regulation ~~payment~~14E of ~~underwriters’ fees and commissions (so that we are not subject to~~ the ~~SEC’s~~Exchange ~~“penny~~Act, ~~stock” rules) or any greater net tangible asset or cash requirement~~ which ~~may~~regulate beissuer ~~contained~~tender ~~in the agreement relating to our initial Business Combination. For example~~offers, the proposed initial Business Combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial Business Combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any shares, and ~~all shares of Class A Common Stock submitted for redemption will be returned to the holders thereof.~~

~~Tendering~~● ~~Stock~~file ~~Certificates~~tender inoffer ~~Connection~~ documents with athe ~~Tender~~SEC ~~Offer~~prior orto ~~Redemption~~completing ~~Rights~~our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

WeUpon ~~may~~the ~~require~~public ~~our~~announcement ~~Public Stockholders~~of ~~seeking~~our toinitial ~~exercise~~Business ~~their redemption rights~~Combination, ~~whether~~we ~~they are record holders~~ or ~~hold their Public Shares in “street name,” to either tender their certificates to~~ our ~~transfer~~Sponsor ~~agent~~will ~~prior~~terminate toany ~~the~~plan ~~date~~established ~~set forth~~ in ~~the~~accordance ~~tender~~with ~~offer~~Rule 10b5-1 ~~documents or proxy materials mailed~~ to ~~such~~purchase ~~holders,~~Public orShares ~~up to two business days prior to the vote on the proposal to approve the initial Business Combination~~ in the ~~event~~open wemarket ~~distribute~~if ~~proxy materials, or to deliver their shares to the transfer agent electronically using the DWAC System, at the holder’s option. The tender offer or proxy materials, as applicable, that~~ we ~~will~~elect ~~furnish~~ to ~~our~~redeem ~~Public Shareholders in connection with~~ our ~~initial Business Combination will indicate whether we are requiring~~ Public ~~Stockholders~~Shares tothrough ~~satisfy such delivery requirements. Accordingly,~~ a ~~Public Stockholder would have from the time we send out our~~ tender offer ~~materials until the close of the tender offer period~~, ~~or up~~ to ~~two~~comply ~~days~~with ~~prior~~Rule 14e-5 tounder the ~~vote~~Exchange ~~on the initial Business Combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights~~Act. ~~Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their Public Shares.~~

10In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Stockholders not tendering more than a specified number of Public Shares which are not purchased by our Sponsor, which number will be based on the requirement that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. If Public Stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial Business Combination.

~~There is~~If, ahowever, ~~nominal~~stockholder ~~cost~~approval ~~associated with the above-referenced tendering process and the act~~ of ~~certificating~~ the ~~shares~~transaction oris ~~delivering~~required ~~them~~by ~~through the~~law ~~DWAC System. The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether~~ or ~~not to~~stock ~~pass~~exchange ~~this~~listing ~~cost on to the redeeming holder. However~~requirement, ~~this fee would be incurred regardless of whether~~ or ~~not~~ we ~~require~~decide ~~holders seeking~~ to ~~exercise~~obtain ~~redemption~~stockholder ~~rights~~approval tofor ~~tender~~business ~~their~~or ~~shares.~~other ~~The~~legal ~~need~~reasons, towe ~~deliver~~will, ~~shares~~pursuant isto aour ~~requirement~~Second ofAmended ~~exercising~~and ~~redemption~~Restated ~~rights regardless of the timing of when such delivery must be effectuated.~~Charter:

~~The~~● ~~foregoing~~conduct ~~is different from~~ the ~~procedures~~redemptions ~~used by many blank check companies. In order to perfect redemption rights~~ in ~~connection~~conjunction with ~~their Business Combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial Business Combination, and~~ a ~~holder~~ ~~could simply vote against a proposed initial Business Combination and check a box on the~~ proxy ~~card~~solicitation ~~indicating~~pursuant ~~such holder was seeking~~ to ~~exercise~~Regulation ~~his~~14A orof ~~her redemption rights. After~~ the ~~initial~~Exchange ~~Business Combination was approved~~Act, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the initial Business Combination during which heregulates ~~or she could monitor~~ the ~~price~~solicitation of ~~the~~ ~~company’s stock in the market. If the price rose above the redemption price~~proxies, heand ornot ~~she~~pursuant ~~could sell his or her shares in the open market before actually delivering his or her shares~~ to the ~~company~~tender ~~for~~offer ~~cancellation. As a result~~rules, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the initial Business Combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial Business Combination is approved.and

~~Any~~● ~~request~~file ~~to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in our~~ proxy materials, ~~as applicable. Furthermore, if a Public Shareholder delivered its certificate in connection~~ with ~~an election of redemption rights and subsequently decides prior to~~ the ~~applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically)~~SEC. It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the completion of our initial Business Combination.

IfIn ~~our~~the ~~initial~~event ~~Business~~that ~~Combination is~~we ~~not~~seek ~~approved~~stockholder orapproval ~~completed~~of ~~for any reason, then~~ our ~~Public~~initial ~~Stockholders~~Business ~~who~~Combination, ~~elected~~we towill ~~exercise~~distribute ~~their~~proxy ~~redemption~~materials ~~rights~~and, ~~would~~in ~~not~~connection ~~be entitled~~therewith, toprovide ~~redeem~~our ~~their~~ Public ~~Shares~~Stockholders ~~for~~with the ~~applicable~~redemption ~~pro~~rights ~~rata~~described ~~share~~above upon completion of the ~~Trust~~initial ~~Account.~~Business ~~In such case, we will promptly return any certificates delivered by Public Stockholders who elected to redeem their Public Shares~~Combination.

If our initial proposed initial Business Combination is not completed, we may continue to try to complete an initial Business Combination with a different target until the end of the Combination Period.8

~~Redemption~~Table of ~~Public Shares and Liquidation if no Initial Business Combination~~Contents

~~Our~~If ~~Second~~we ~~Amended~~seek ~~and~~stockholder ~~Restated Charter~~approval, ~~provides that~~ we will ~~have~~complete ~~until~~our ~~the~~initial ~~end~~Business ofCombination ~~the~~only ~~Combination~~if ~~Period~~a tomajority ~~complete~~of ~~our~~the ~~initial~~outstanding ~~Business~~shares ~~Combination.~~of IfCommon weStock voted are ~~unable to~~voted ~~complete~~in ~~our~~favor of the initial Business Combination. ~~during~~A ~~the~~quorum ~~Combination~~for ~~Period,~~such wemeeting will: ~~(i)~~consist ~~cease~~of ~~all~~the ~~operations~~holders ~~except~~present ~~for~~in ~~the~~person ~~purpose~~or by proxy of ~~winding~~ ~~up,~~shares ~~(ii)~~of asour ~~promptly~~outstanding ascapital ~~reasonably~~stock ~~possible~~representing ~~but~~a ~~not~~majority ~~more~~of ~~than~~the ~~ten~~voting ~~business~~power ~~days~~of ~~thereafter,~~all ~~redeem~~outstanding shares of capital stock of the ~~Public~~company ~~Shares,~~entitled to vote at asuch ~~per-share price,~~meeting. ~~payable~~Our inInitial ~~cash,~~Stockholders ~~equal~~will count toward this quorum and pursuant to the ~~aggregate~~Letter ~~amount~~Agreement ~~then~~our onInitial ~~deposit~~Stockholders, inand ~~the~~our ~~Trust~~officers ~~Account~~and ~~including~~directors, ~~interest~~have ~~earned~~agreed onto ~~the~~vote ~~funds~~their ~~held in~~Founder ~~the~~Shares, ~~Trust~~Private ~~Account~~Placement Shares, and ~~not~~any ~~previously~~Public ~~released~~Shares topurchased usduring toor ~~pay~~after our ~~taxes~~Initial Public Offering (~~less~~including upin toopen ~~$100,000~~market and privately negotiated transactions) in favor of ~~interest~~our toinitial ~~pay~~Business ~~dissolution~~Combination. ~~expenses), divided~~For bypurposes of seeking approval of the ~~number~~majority of ~~then~~our outstanding ~~Public~~shares ~~Shares,~~of ~~which~~Common ~~redemption~~Stock voted, non-votes will ~~completely~~have ~~extinguish~~no ~~Public~~effect ~~Stockholders’~~on ~~rights as~~the ~~stockholders~~approval ~~(including~~of ~~the~~our ~~right~~initial toBusiness ~~receive~~Combination ~~further~~once ~~liquidating~~a ~~distributions,~~quorum ifis ~~any),~~obtained. ~~subject~~As toa ~~applicable~~result ~~law~~of the Founder Share Conversion and ~~(iii)~~the asredemptions ~~promptly as~~in ~~reasonably~~connection ~~possible~~with ~~following~~the ~~such~~stockholder ~~redemption~~votes on the First Extension and Second Extension, ~~subject~~our toSponsor’s holdings constitute approximately 96.52% of the ~~approval~~voting power of our ~~remaining~~outstanding ~~stockholders~~Common ~~and~~Stock; ~~our~~consequently, ~~Board~~unless ofotherwise ~~Directors~~required under applicable law, ~~dissolve and~~we ~~liquidate~~would not need any of the 153,295 ~~subject~~outstanding Public Shares to be voted in ~~each~~favor ~~case~~of an initial Business Combination in order to have our ~~obligations~~initial ~~under~~Business ~~the~~Combination ~~DGCL~~approved. We intend to ~~provide~~give ~~for~~approximately ~~claims~~30 days of(but ~~creditors~~not ~~and~~less ~~the~~than ~~requirements~~10 days nor more than 60 days) prior written notice of ~~other applicable~~any ~~law.~~such ~~There~~meeting, ~~will~~if required, at which a vote shall be notaken ~~redemption~~to ~~rights~~approve orour ~~liquidating~~initial ~~distributions~~Business ~~with~~Combination. ~~respect~~These toquorum and voting thresholds, and the voting agreements of our ~~Warrants~~Initial Stockholders, ~~which~~make ~~will~~it ~~expire~~more ~~worthless if~~likely that we ~~fail~~will toconsummate ~~complete~~ our initial Business Combination. byEach ~~the~~Public ~~end~~Stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the ~~Combination~~proposed ~~Period~~transaction.

Our ~~Initial~~Second ~~Stockholders,~~ Amended and Restated Charter provides that we will only redeem our ~~officers~~Public ~~and~~Shares ~~directors~~so long as (after such redemption) our net tangible assets will be at least $5,000,001 ~~pursuant~~either immediately prior to ~~the~~or ~~Letter~~upon ~~Agreement,~~consummation ~~have~~of ~~waived~~our ~~their~~initial ~~rights~~Business toCombination ~~liquidating~~and ~~distributions~~after ~~from~~payment ~~the~~of ~~Trust Account~~underwriters’ ~~with~~fees ~~respect~~and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any ~~Founder~~greater ~~Shares~~net ~~held~~tangible byasset ~~them~~or ifcash werequirement ~~fail~~which tomay ~~complete~~be contained in the agreement relating to our initial Business Combination. byFor example, the ~~end~~proposed ofinitial ~~the~~Business Combination ~~Period.~~ ~~However,~~may ifrequire: ~~our~~(i) cash ~~Sponsor,~~consideration ~~officers~~to be paid to the target or ~~directors~~its ~~acquire~~owners, ~~Public~~(ii) cash ~~Shares~~to inbe transferred to the target for working capital or ~~after~~other ~~our~~general ~~Initial~~corporate ~~Public~~purposes ~~Offering,~~or ~~they~~(iii) the ~~will~~retention beof ~~entitled~~ cash to ~~liquidating~~satisfy ~~distributions~~other ~~from~~conditions in accordance with the ~~Trust~~terms ~~Account~~of ~~with~~the ~~respect~~proposed toinitial ~~such~~Business ~~Public~~Combination. ~~Shares~~In ifthe event the aggregate cash consideration we ~~fail~~would be required to ~~complete~~pay ~~our~~for all shares of Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination by exceed the ~~end~~aggregate amount of cash available to us, we will not complete the initial Business Combination ~~Period~~or redeem any shares, and all shares of Class A Common Stock submitted for redemption will be returned to the holders thereof.

11Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights

~~Additionally,~~We ~~our~~may ~~Initial Stockholders,~~require ~~and~~ our ~~officers~~Public ~~and~~Stockholders ~~directors,~~seeking ~~agreed, pursuant~~ to ~~the~~exercise ~~Letter~~their ~~Agreement~~redemption rights, ~~that~~whether they ~~will~~are ~~not~~record ~~propose~~holders ~~any~~or ~~amendment~~hold totheir ~~our Second~~Public ~~Amended~~Shares ~~and~~in ~~Restated~~“street ~~Charter~~name,” ~~(i)~~ to ~~modify~~either ~~the~~tender ~~substance~~their orcertificates ~~timing of our obligation~~ to ~~redeem 100% of~~ our ~~Public~~transfer ~~Shares~~agent ifprior ~~we do~~to ~~not~~the ~~complete~~date ~~our~~set ~~initial~~forth ~~Business~~in ~~Combination by~~ the ~~end~~tender ofoffer ~~the~~documents ~~Combination Period~~ or ~~(ii)~~proxy ~~with~~materials ~~respect~~mailed to ~~any~~such ~~other~~holders, ~~provision relating to stockholders’ rights~~ or ~~pre-initial~~up ~~Business~~to ~~Combination~~two ~~activity,~~business days ~~unless~~prior weto ~~provide~~the ~~our~~vote ~~Public~~on ~~Stockholders with~~ the ~~opportunity~~ proposal to ~~redeem~~approve ~~their~~the ~~Public~~initial ~~Shares~~Business ~~upon~~Combination ~~approval~~in ofthe ~~any~~event ~~such~~we ~~amendment~~distribute atproxy ~~a per-share price~~materials, ~~payable~~or into ~~cash,~~deliver ~~equal~~their shares to the ~~aggregate~~transfer ~~amount then~~agent onelectronically ~~deposit~~using in the ~~Trust~~DWAC ~~Account~~System, ~~including~~at ~~interest~~the ~~earned~~holder’s onoption. ~~the~~The ~~funds~~tender ~~held~~offer inor ~~the~~proxy ~~Trust~~materials, ~~Account~~as ~~and~~applicable, ~~not~~that ~~previously~~we ~~released~~will tofurnish us to ~~pay~~ our ~~taxes~~Public ~~divided~~Shareholders byin ~~the~~connection ~~number~~with ofour ~~then~~initial ~~outstanding~~Business ~~Public~~Combination ~~Shares.~~will ~~However,~~indicate whether we ~~will~~are ~~only~~requiring ~~redeem our~~ Public ~~Shares~~Stockholders soto ~~long~~satisfy ~~as (after~~ such ~~redemption)~~delivery ~~our~~requirements. ~~net~~Accordingly, ~~tangible~~a ~~assets~~Public ~~will~~Stockholder bewould athave ~~least~~from ~~$5,000,001~~the ~~either~~time ~~immediately~~we ~~prior~~send toout ~~or upon consummation of~~ our ~~initial~~tender ~~Business Combination~~offer ~~and~~materials ~~after~~until ~~payment~~the close of ~~underwriters’~~the ~~fees~~tender ~~and~~offer ~~commissions~~period, ~~(so~~or ~~that~~up weto ~~are~~two days ~~not~~prior ~~subject~~ to the ~~SEC’s~~vote ~~“penny stock”~~on ~~rules).~~the Ifinitial ~~this~~Business ~~optional~~Combination ~~redemption~~if ~~right~~we isdistribute ~~exercised~~proxy ~~with~~materials, ~~respect~~as applicable, to antender ~~excessive~~its ~~number~~shares ofif ~~Public~~it ~~Shares~~wishes ~~such~~to ~~that~~seek ~~we cannot~~to ~~satisfy~~exercise ~~the~~its ~~net~~redemption ~~tangible~~rights. ~~asset~~Given ~~requirement~~the ~~(described~~relatively ~~above),~~short weexercise ~~would~~period, ~~not~~it ~~proceed~~is ~~with~~advisable ~~the~~for ~~amendment~~stockholders orto ~~the~~use ~~related~~electronic ~~redemption~~ delivery of ~~our~~their Public Shares ~~at such time~~.

IfThere weis doa ~~not~~nominal ~~consummate~~cost ~~our initial~~associated ~~Business~~with ~~Combination by~~ the ~~end~~above-referenced oftendering ~~the~~process ~~Combination Period, we expect that all costs~~ and ~~expenses~~the ~~associated~~act ~~with implementing our plan~~ of ~~dissolution,~~certificating ~~as well as payments to any creditors, will be funded from amounts remaining out of~~ the ~~approximately~~shares ~~$7,131~~or ~~of proceeds~~delivering ~~that~~them ~~was~~through ~~held outside~~ the ~~Trust~~DWAC ~~Account~~System. asThe oftransfer ~~December~~agent ~~31,~~will ~~2023,~~typically ~~although~~charge wethe ~~cannot~~tendering ~~assure~~broker ~~our~~$100.00 ~~stockholders~~and ~~that~~it ~~there~~would ~~will~~ be ~~sufficient~~ ~~funds~~up ~~for~~to ~~such~~the ~~purpose.~~broker Wewhether ~~will~~or ~~depend~~not onto ~~sufficient~~pass ~~interest~~this ~~being~~cost ~~earned~~ on ~~the~~to ~~proceeds held in~~ the ~~Trust~~redeeming ~~Account to pay any tax obligations we may owe~~holder. However, ifthis ~~those~~fee ~~funds~~would ~~are~~be ~~not~~incurred ~~sufficient~~regardless toof ~~cover~~whether ~~the~~or ~~costs~~not ~~and~~we ~~expenses~~require ~~associated~~holders ~~with~~seeking ~~implementing our~~to ~~plan~~exercise ofredemption ~~dissolution,~~rights to ~~the~~tender ~~extent~~their ~~that~~shares. ~~there~~The isneed ~~any interest accrued in the Trust Account not required~~ to ~~pay~~deliver ~~taxes~~shares onis ~~interest~~a ~~income earned~~requirement onof ~~the~~exercising ~~Trust~~redemption ~~Account~~rights ~~balance,~~regardless weof ~~may request~~ the ~~trustee~~timing ~~to release to us an additional amount~~ of upwhen ~~to $100,000 of~~ such ~~accrued interest~~delivery tomust ~~pay~~be ~~those costs and expenses~~effectuated.

If we were to expend all of the net proceeds of our Initial Public Offering and the sale of the Private Placement Units, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by Public Stockholders upon our dissolution is anticipated to be approximately $11.41 as of December 31, 2023. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Stockholders. We cannot assure our stockholders that the actual per-share redemption amount received by Public Stockholders will not be substantially less than $11.41. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure our stockholders that we will have funds sufficient to pay or provide for all creditors’ claims.9

~~Although~~Table ~~we seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim~~ of any kind in or to any monies held in the Trust Account for the benefit of our Public Stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our Management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if Management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by Management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver. Withum, our independent registered public accounting firm, will not execute agreements with us waiving such claims to the monies held in the Trust Account.Contents

InThe ~~addition,~~foregoing ~~there~~ is nodifferent ~~guarantee that~~from ~~such~~the ~~entities~~procedures ~~will~~used ~~agree~~by tomany ~~waive~~blank ~~any~~check ~~claims~~companies. ~~they~~In ~~may~~order ~~have~~to inperfect ~~the~~redemption ~~future~~rights asin aconnection ~~result~~with ~~of,~~their orBusiness ~~arising out of~~Combinations, ~~any~~many ~~negotiations,~~blank ~~contracts or~~check ~~agreements~~companies ~~with~~would usdistribute ~~and~~proxy ~~will~~materials ~~not~~for ~~seek recourse against~~ the ~~Trust~~stockholders’ ~~Account~~vote ~~for~~on ~~any~~an ~~reason.~~initial ~~Our~~Business ~~Sponsor~~Combination, ~~has agreed that it will be liable to us if~~ and toa ~~the~~holder ~~extent~~could ~~any~~simply ~~claims~~vote byagainst a ~~third~~proposed ~~party~~initial ~~for~~Business ~~services~~Combination ~~rendered~~and orcheck ~~products~~a ~~sold~~box toon ~~us,~~the orproxy acard ~~prospective~~indicating ~~target~~such ~~business with~~holder ~~which~~was weseeking ~~have~~to ~~entered~~exercise ~~into~~his aor ~~written~~her ~~letter~~redemption ofrights. ~~intent,~~After ~~confidentiality~~the orinitial ~~similar agreement or~~ Business Combination ~~agreement~~was approved, ~~reduce~~ the ~~amount~~company ofwould ~~funds~~contact insuch ~~the~~stockholder ~~Trust Account~~ to ~~below~~arrange ~~the~~for ~~lesser~~him ofor ~~(i)~~her ~~$10.20~~to ~~per~~deliver ~~Public~~his ~~Share~~or ~~and~~her ~~(ii)~~certificate ~~the~~to ~~actual~~verify ~~amount~~ownership. ~~per~~As ~~Public~~a ~~Share held~~result, in the ~~Trust~~stockholder ~~Account~~then ashad ofan ~~the~~“option ~~date~~window” ofafter the ~~liquidation~~completion of the ~~Trust~~initial ~~Account,~~Business ifCombination ~~less~~during ~~than~~which ~~$10.20~~he ~~per~~or ~~share~~she ~~due~~could tomonitor ~~reductions in~~ the ~~value~~ price of the ~~trust~~company’s ~~assets,~~stock ~~less~~in ~~taxes~~the ~~payable,~~market. ~~provided~~If ~~that~~the ~~such~~price ~~liability~~rose ~~will~~above ~~not~~the ~~apply~~redemption toprice, ~~any~~he ~~claims~~or byshe acould ~~third~~sell ~~party~~his or ~~prospective target~~her ~~business~~shares ~~who~~in ~~executed a waiver of any and all rights to~~ the ~~monies~~open ~~held~~market inbefore ~~the~~actually ~~Trust~~delivering ~~Account~~his ~~(whether~~ or ~~not~~her ~~such~~shares ~~waiver is enforceable) nor will it apply~~ to ~~any claims under our indemnity of~~ the ~~underwriters~~company offor ~~our~~cancellation. ~~Initial~~As ~~Public~~a ~~Offering against certain liabilities~~result, ~~including liabilities under~~ the ~~Securities~~redemption ~~Act. However~~rights, weto ~~have~~which ~~not~~stockholders ~~asked~~were ~~our~~aware ~~Sponsor~~they needed to ~~reserve~~commit ~~for~~before ~~such~~the ~~indemnification~~stockholder ~~obligations~~meeting, ~~nor~~would ~~have we~~become ~~independently~~“option” ~~verified~~rights ~~whether~~surviving ~~our~~past ~~Sponsor~~the ~~has~~completion ~~sufficient~~of ~~funds~~the toinitial ~~satisfy~~Business ~~its~~Combination ~~indemnity~~until ~~obligations~~the ~~and~~redeeming ~~believe~~holder ~~that~~delivered ~~our~~its ~~Sponsor’s only~~certificate. ~~assets~~The ~~are~~requirement ~~securities~~for ofphysical ~~our~~or ~~company.~~electronic ~~Therefore,~~delivery weprior ~~cannot~~to ~~assure~~the ~~our~~meeting ~~stockholders~~ensures that ~~our~~a ~~Sponsor~~redeeming ~~would~~holder’s beelection ~~able~~ to ~~satisfy~~redeem ~~those obligations.~~is ~~None~~irrevocable ofonce ~~our~~the ~~officers~~initial orBusiness ~~directors~~Combination ~~will~~is ~~indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses~~approved.

12Any request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the completion of our initial Business Combination.

InIf the event that the proceeds in the Trust Account are reduced below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our ~~Sponsor~~initial ~~asserts~~Business ~~that~~Combination it is ~~unable~~not toapproved ~~satisfy its indemnification obligations~~ or ~~that~~completed itfor ~~has~~any ~~no indemnification obligations related to a particular claim~~reason, then our ~~independent~~Public ~~directors~~Stockholders ~~would~~who ~~determine~~elected ~~whether~~ to ~~take legal~~exercise ~~action~~their ~~against~~redemption ~~our~~rights ~~Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors~~ would ~~take~~not ~~legal~~be ~~action~~entitled ~~on our behalf against our Sponsor~~ to ~~enforce~~redeem ~~its indemnification obligations to us, it is possible that our independent directors in exercising~~ their ~~business~~Public ~~judgment~~Shares ~~may choose not to do so if,~~ for ~~example,~~ the ~~cost~~applicable ofpro ~~such~~rata ~~legal~~share ~~action~~of ~~is deemed by~~ the ~~independent~~ ~~directors~~Trust ~~to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely~~Account. WeIn ~~have not asked our Sponsor to reserve for~~ such ~~indemnification~~case, ~~obligations and~~ we ~~cannot~~will ~~assure~~promptly ~~our~~return ~~stockholders~~any ~~that our~~certificates ~~Sponsor~~delivered ~~would~~by bePublic ~~able~~Stockholders towho ~~satisfy~~elected ~~those obligations. Accordingly, we cannot assure our stockholders that, due~~ to ~~claims~~redeem oftheir ~~creditors, the actual value of the per-share redemption price will not be less than $10.20 per~~ Public ~~Share~~Shares.

WeIf ~~seek to reduce the possibility that~~ our ~~Sponsor~~initial ~~will~~proposed ~~have~~initial toBusiness ~~indemnify~~Combination ~~the~~is ~~Trust~~not ~~Account due to claims of creditors by endeavoring to have all vendors~~completed, ~~service providers (except our independent registered public accounting firm), prospective target businesses or other entities with which~~ we domay ~~business execute~~continue ~~agreements with us waiving any right, title, interest or claim of any kind in or~~ to ~~monies~~try ~~held in the Trust Account. Our Sponsor will also not be liable as~~ to ~~any~~complete ~~claims~~an ~~under~~initial ~~our~~Business ~~indemnity~~Combination ofwith ~~the~~a ~~underwriters~~different oftarget ~~our~~until ~~Initial Public Offering against certain liabilities, including liabilities under~~ the ~~Securities~~end ~~Act. As~~ of ~~December 31, 2023, we had access to $7,131 of proceeds from~~ the Initial Public Offering and Private Placement that is held outside of the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000) as well as expenses incurred as a result of being a public company or in connection with identifying and conducting due diligence on a target for an initial Business Combination Period.

~~Under~~Redemption ~~the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent~~ of ~~distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our~~ Public ~~Stockholders upon the redemption of our Public~~ Shares inand ~~the~~Liquidation ~~event we~~if dono ~~not~~Initial ~~complete our initial~~ Business Combination by the end of the Combination Period may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

~~Furthermore,~~Our ifSecond ~~the~~Amended ~~pro~~and ~~rata portion~~Restated ofCharter ~~our~~provides ~~Trust~~that ~~Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event~~ we dowill ~~not~~have ~~complete our~~until ~~initial Business Combination by~~ the end of the Combination Period ~~is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed~~ to becomplete ~~unlawful~~our ~~(potentially~~initial ~~due~~Business to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distributionCombination. If we are unable to complete our initial Business Combination byduring the ~~end of the~~ Combination Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject in each case to our obligations under ~~Delaware~~the ~~law~~DGCL to provide for claims of creditors and the requirements of other applicable law. ~~Accordingly,~~There itwill isbe ~~our~~no ~~intention~~redemption torights ~~redeem~~or ~~our~~liquidating ~~Public~~distributions ~~Shares~~with asrespect ~~soon~~to asour ~~reasonably~~Warrants, ~~possible following~~which ~~the~~will ~~end~~expire ofworthless ~~the~~if ~~Combination Period and, therefore,~~ we dofail ~~not intend~~ to ~~comply~~complete ~~with those procedures. As such,~~ our ~~stockholders could~~initial ~~potentially~~Business beCombination ~~liable~~by ~~for any claims to~~ the ~~extent~~end of ~~distributions received by them (but no more) and any liability of our stockholders may extend well beyond~~ the ~~third~~Combination ~~anniversary of such date~~Period.

13Our Initial Stockholders, and our officers and directors, pursuant to the Letter Agreement, have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination by the end of the Combination Period. However, if our Sponsor, officers or directors acquire Public Shares in or after our Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination by the end of the Combination Period.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement in connection with the Initial Public Offering, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the Trust Account is remote. Further, our Sponsor may be liable only to the extent necessary to ensure that the amounts in the Trust Account are not reduced below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

IfTable we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure our stockholders we will be able to return $10.20 per share to our Public Stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure our stockholders that claims will not be brought against us for these reasons.Contents

~~Our~~Additionally, ~~Public~~our Initial Stockholders, ~~are entitled~~and toour ~~receive~~officers ~~funds~~and ~~from~~directors, ~~the~~agreed, ~~Trust~~pursuant ~~Account only upon the earlier~~ to ~~occur of: (i)~~ the ~~completion~~Letter ofAgreement, ~~our~~that ~~initial~~they ~~Business~~will ~~Combination, (ii)~~not ~~the~~propose ~~redemption of~~ any ~~Public~~amendment ~~Shares properly tendered in connection with a stockholder vote~~ to ~~amend any provisions of~~ our Second Amended and Restated Charter (Ai) to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial Business Combination by the end of the Combination Period or (Bii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, ~~and~~unless ~~(iii)~~we ~~the~~provide ~~redemption~~our ofPublic ~~all~~Stockholders ofwith ~~our~~the ~~Public~~opportunity ~~Shares~~to ifredeem wetheir ~~are unable~~Public toShares ~~complete~~upon ~~our~~approval ~~Business~~of ~~Combination~~any bysuch ~~the~~amendment ~~end~~at ofa ~~the~~per-share ~~Combination~~price, ~~Period~~payable in cash, ~~subject~~equal to ~~applicable~~the ~~law.~~aggregate Inamount nothen ~~other~~on ~~circumstances will~~deposit ain ~~stockholder~~the ~~have~~Trust ~~any~~Account ~~right~~including or interest ofearned ~~any~~on ~~kind~~the tofunds orheld in the Trust Account. Inand not previously released to us to pay our taxes divided by the ~~event~~number of then outstanding Public Shares. However, we ~~seek~~will ~~stockholder~~only ~~approval~~redeem inour ~~connection with~~Public Shares so long as (after such redemption) our ~~initial~~net ~~Business~~tangible ~~Combination~~assets will be at least $5,000,001 aeither ~~stockholder’s~~immediately ~~voting~~prior into ~~connection~~or ~~with~~upon ~~the~~consummation of our initial Business Combination ~~alone~~and ~~will~~after ~~not result~~payment inof ~~a stockholder~~underwriters’s ~~redeeming~~fees ~~its~~and ~~shares~~commissions to(so usthat ~~for~~we anare ~~applicable~~not ~~pro~~subject ~~rata~~to ~~share~~the ofSEC’s ~~the~~“penny ~~Trust~~stock” ~~Account~~rules). ~~Such~~If ~~stockholder~~this ~~must have~~optional ~~also~~redemption ~~exercised~~right ~~its~~is ~~redemption~~exercised ~~rights~~with asrespect ~~described~~to ~~above.~~an ~~These~~excessive ~~provisions~~number of ~~our~~Public ~~Second~~Shares ~~Amended~~such ~~and~~that ~~Restated~~we ~~Charter,~~cannot ~~like~~satisfy ~~all~~the ~~provisions of~~net ~~our~~tangible ~~Second~~asset ~~Amended~~requirement ~~and~~(described ~~Restated Charter~~above), ~~may~~we bewould ~~amended~~not proceed with athe ~~stockholder~~amendment ~~vote~~or the related redemption of our Public Shares at such time.

~~Competition~~If we do not consummate our initial Business Combination by the end of the Combination Period, we expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $7,131 of proceeds that was held outside the Trust Account as of December 31, 2023, although we cannot assure our stockholders that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

InIf ~~identifying,~~we ~~evaluating and~~were ~~selecting~~to aexpend ~~target~~all ~~business~~of ~~for~~the ~~our~~net ~~initial~~proceeds ~~Business~~of ~~Combination,~~our weInitial ~~have~~Public ~~encountered~~Offering and ~~may~~the ~~continue~~sale toof ~~encounter~~the ~~intense~~Private ~~competition from~~Placement Units, other ~~entities~~than ~~having~~the aproceeds ~~business~~deposited ~~objective~~in ~~similar~~the toTrust ~~ours~~Account, ~~including~~and ~~other~~without ~~blank~~taking ~~check~~into ~~companies~~account interest, ~~private~~if ~~equity~~any, ~~groups~~earned ~~and~~on ~~leveraged buyout~~the ~~funds~~Trust Account, ~~and~~the ~~operating~~per-share ~~businesses~~redemption ~~seeking~~amount ~~strategic~~received ~~Business~~by ~~Combinations.~~Public ~~Many~~Stockholders ofupon ~~these~~our ~~entities~~dissolution ~~are~~is ~~well-established~~anticipated ~~and~~to ~~have~~be ~~extensive experience~~approximately ~~identifying~~$11.41 ~~and~~as ~~effecting~~of ~~Business~~December 31, ~~Combinations~~2023. ~~directly~~The orproceeds ~~through~~deposited ~~affiliates.~~in ~~Moreover~~the Trust Account could, ~~many~~however, ofbecome ~~these~~subject ~~competitors~~to ~~possess greater~~the ~~financial,~~claims ~~technical,~~of ~~human~~our ~~and~~creditors ~~other~~which ~~resources~~would ~~than~~have wehigher ~~do.~~priority ~~Our~~than ~~ability~~the toclaims ~~acquire~~of ~~larger~~our ~~target~~Public ~~businesses~~Stockholders. ~~will~~We becannot ~~limited~~assure by our ~~available~~stockholders ~~financial~~that ~~resources.~~the ~~This~~actual ~~inherent~~per-share ~~limitation~~redemption ~~gives~~amount ~~others~~received anby ~~advantage~~Public inStockholders ~~pursuing~~will ~~the~~not ~~Business~~be ~~Combination~~substantially ofless athan ~~target business~~$11.41. ~~Furthermore~~Under Section 281(b) of the DGCL, our ~~obligation~~plan of dissolution must provide for all claims against us to ~~pay~~be ~~cash~~paid in ~~connection~~full ~~with~~or ~~our~~make ~~Public~~provision ~~Stockholders~~for ~~who~~payments ~~exercise~~to ~~their~~be ~~redemption~~made ~~rights~~in ~~may reduce~~full, ~~the~~as ~~resources~~applicable, ~~available~~if tothere usare sufficient assets. These claims must be paid or provided for ~~our~~before ~~initial~~we ~~Business~~make ~~Combination~~any ~~and~~distribution of our ~~outstanding~~remaining ~~warrants,~~assets ~~and~~to ~~the~~our ~~future~~stockholders. ~~dilution~~While ~~they~~we ~~potentially represent,~~intend ~~may~~to ~~not~~pay besuch ~~viewed~~amounts, ~~favorably~~if byany, ~~certain~~we ~~target~~cannot ~~businesses.~~assure ~~Either~~our ofstockholders ~~these~~that ~~factors~~we ~~may~~will ~~place~~have usfunds atsufficient ato ~~competitive~~pay ~~disadvantage in~~or ~~successfully~~provide ~~negotiating~~for anall ~~initial~~creditors’ ~~Business Combination~~claims.

~~Employees~~Although we seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our Management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if Management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by Management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver. Withum, our independent registered public accounting firm, will not execute agreements with us waiving such claims to the monies held in the Trust Account.

We currently have two officers. These individuals are not obligated to devote any specific number of hours to our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time they devote in any time period varies based on the stage of the initial Business Combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial Business Combination.11

14Table of Contents

~~Periodic~~In ~~Reporting~~addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and ~~Financial~~will ~~Information~~not seek recourse against the Trust Account for any reason. Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure our stockholders that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Our~~In ~~Units,~~the event that the proceeds in the Trust Account are reduced below (i) $10.20 per Public ~~Shares~~Share ~~and Warrants~~or ~~were~~(ii) such ~~registered~~lesser ~~under~~amount per Public Share held in the ~~Exchange~~Trust ~~Act~~Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and asour Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a ~~result~~particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we ~~plan~~currently onexpect ~~registering~~that our ~~Units,~~independent ~~Public~~directors ~~Shares,~~would ~~Warrants~~take ~~and~~legal toaction ~~continue with~~on our ~~reporting~~behalf against our Sponsor to enforce its indemnification obligations to us, ~~including~~it ~~the~~is ~~requirement~~possible that weour ~~file~~independent ~~annual~~directors in exercising their business judgment may choose not to do so if, ~~quarterly~~for ~~and~~example, ~~current~~the ~~reports~~cost ~~with~~of such legal action is deemed by the ~~SEC.~~independent Indirectors ~~accordance with~~to be too high relative to the ~~requirements~~amount ofrecoverable or if the ~~Exchange~~independent ~~Act~~directors determine that a favorable outcome is not likely. We have not asked our Sponsor to reserve for such indemnification obligations and we cannot assure our stockholders that our Sponsor would be able to satisfy those obligations. Accordingly, we cannot assure our ~~annual~~stockholders ~~reports~~that, ~~including~~due ~~this~~to ~~Report~~claims of creditors, ~~contain~~the ~~financial~~actual ~~statements~~value ~~audited~~of ~~and~~the ~~reported on~~per-share byredemption ~~Withum,~~price ~~our~~will ~~independent~~not ~~registered~~be ~~public~~less ~~accounting~~than ~~firm~~$10.20 per Public Share.

We ~~will~~seek ~~provide~~to ~~stockholders with~~reduce ~~audited~~the ~~financial~~possibility ~~statements~~that ofour ~~the~~Sponsor ~~prospective~~will ~~target~~have ~~business~~to asindemnify ~~part of~~ the ~~tender~~Trust ~~offer~~Account ~~materials~~due ~~or proxy solicitation materials,~~ to ~~stockholders~~claims toof ~~assist~~creditors ~~them~~by inendeavoring ~~assessing~~to ~~the~~have ~~target business. In~~ all ~~likelihood~~vendors, ~~these~~service ~~financial~~providers ~~statements~~(except ~~will~~our ~~need~~independent toregistered bepublic ~~prepared in~~accounting ~~accordance with~~firm), orprospective ~~reconciled~~target ~~to,~~businesses ~~U.S. GAAP,~~ or ~~IFRS,~~other ~~depending~~entities onwith ~~the~~which ~~circumstances,~~we ~~and~~do ~~the~~business ~~historical~~execute ~~financial~~agreements ~~statements~~with ~~may be~~us ~~required~~waiving toany beright, ~~audited~~title, ininterest ~~accordance~~or ~~with~~claim ~~the standards~~ of ~~the~~any ~~PCAOB.~~kind ~~These~~in ~~financial~~or ~~statement~~to ~~requirements~~monies ~~may~~held ~~limit~~in the ~~pool~~Trust ~~of potential~~Account. ~~targets~~Our weSponsor ~~may~~will ~~conduct~~also annot ~~initial Business Combination with because some targets may~~ be ~~unable~~liable as to ~~provide~~any ~~such~~claims ~~statements~~under ~~in time~~our ~~for~~indemnity usof tothe ~~disclose~~underwriters ~~such~~of ~~statements~~our inInitial ~~accordance~~Public ~~with~~Offering ~~federal~~against ~~proxy~~certain ~~rules~~liabilities, ~~and~~including ~~complete~~liabilities ~~our~~under ~~initial Business Combination within~~ the ~~prescribed~~ ~~time~~Securities ~~frame~~Act. WeAs ~~cannot~~of ~~assure~~December 31, ~~our~~2023, ~~stockholders~~we ~~that~~had ~~any~~access ~~particular~~to ~~target~~$7,131 ~~business~~of ~~identified~~proceeds byfrom usthe asInitial aPublic ~~potential~~Offering ~~Business Combination~~and ~~candidate~~Private ~~will~~Placement ~~have~~that ~~financial~~is ~~statements~~held ~~prepared~~outside inof ~~accordance~~the Trust Account with ~~U.S.~~which ~~GAAP~~to orpay ~~that~~any ~~the~~such potential ~~target~~claims ~~business~~(including ~~will be~~costs ~~able~~and toexpenses ~~prepare~~incurred ~~its financial statements~~ in ~~accordance~~connection with ~~the~~our ~~requirements~~liquidation, ~~outlined~~currently ~~above.~~estimated Toto ~~the~~be ~~extent~~no ~~that~~more ~~these~~than ~~requirements cannot~~approximately ~~be met~~$100,000) weas ~~may~~well ~~not~~as beexpenses ~~able~~incurred toas ~~acquire~~a ~~the~~result ~~proposed~~of ~~target~~being ~~business.~~a ~~While~~public ~~this~~company ~~may~~or ~~limit~~in ~~the~~connection ~~pool~~with ofidentifying ~~potential~~and ~~Business~~conducting ~~Combination candidates,~~due wediligence doon ~~not~~a ~~believe~~target ~~that~~for ~~this~~an ~~limitation~~initial ~~will~~Business ~~be material~~Combination.

WeUnder ~~are~~the ~~required~~DGCL, tostockholders ~~evaluate our~~may ~~internal~~be ~~control~~held ~~procedures~~liable for ~~the~~claims ~~fiscal~~by ~~year~~third ~~ending~~parties ~~December~~against ~~31,~~a ~~2023,~~corporation asto ~~required~~the extent of distributions received by ~~the~~them ~~Sarbanes-Oxley~~in ~~Act~~a dissolution. ~~Only~~The pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we ~~are~~do ~~deemed~~not tocomplete our initial Business Combination by the end of the Combination Period may be considered a ~~large~~liquidating ~~accelerated~~distribution ~~filer~~under orDelaware anlaw. ~~accelerated~~If ~~filer,~~the ~~and~~corporation nocomplies ~~longer~~with ~~qualify~~certain asprocedures anset ~~emerging~~forth ~~growth~~in ~~company,~~Section 280 ~~will~~of wethe ~~be required~~DGCL intended to ~~have~~ensure ~~our~~that ~~internal~~it ~~control~~makes ~~procedures~~reasonable ~~audited.~~provision Afor ~~target~~all ~~company~~claims ~~may~~against ~~not~~it, beincluding ina ~~compliance~~60-day ~~with~~notice ~~the~~period ~~provisions~~during ofwhich ~~the~~any ~~Sarbanes~~third-~~Oxley Act~~party ~~regarding~~claims ~~adequacy~~can ofbe ~~their~~brought ~~internal~~against ~~controls.~~the ~~The~~corporation, ~~development~~a of90-day period during which the ~~internal~~corporation ~~controls~~may ofreject any ~~such~~claims ~~entity~~brought, and an additional 150-day waiting period before any liquidating distributions are made to ~~achieve~~stockholders, ~~compliance~~any liability of stockholders with respect to a liquidating distribution is limited to the ~~Sarbanes-Oxley~~lesser ~~Act~~of ~~may~~such ~~increase~~stockholder’s pro rata share of the ~~time~~claim ~~and~~or ~~costs~~the ~~necessary~~amount distributed to ~~complete~~the stockholder, and any ~~such~~liability ~~Business~~of ~~Combination~~the stockholder would be barred after the third anniversary of the dissolution.

~~We plan on filing another Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section~~ 12 of the Exchange Act. As a result, we will again be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination.

WeTable ~~are an “emerging growth company,” as defined in Section 2(a)~~ of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.Contents

InFurthermore, ~~addition~~if the pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination by the end of the Combination Period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section ~~107~~ 174 of the ~~JOBS~~DGCL, ~~Act~~the ~~also~~statute ~~provides~~of ~~that~~limitations anfor ~~“emerging~~claims ~~growth~~of ~~company”~~creditors ~~can~~could ~~take~~then ~~advantage~~be ofsix years after the ~~extended~~unlawful ~~transition~~redemption ~~period~~distribution, ~~provided~~ instead of three years, as in ~~Section~~the case of a liquidating distribution. If we are unable to complete our initial Business Combination by the end of the Combination Period, we will: (i) 7cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (2including the right to receive further liquidating distributions, if any), subject to applicable law, and (Biii) ofas promptly as reasonably possible following such redemption, subject to the ~~Securities~~approval ~~Act~~of ~~for~~our ~~complying~~remaining ~~with~~stockholders ~~new~~and orour ~~revised~~Board ~~accounting~~of ~~standards.~~Directors, Indissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other ~~words~~applicable law. Accordingly, anit ~~“emerging growth~~is ~~company”~~our ~~can~~intention ~~delay~~to redeem our Public Shares as soon as reasonably possible following the ~~adoption~~end of ~~certain~~the ~~accounting~~Combination ~~standards~~Period ~~until~~and, ~~those~~therefore, ~~standards~~we ~~would~~do ~~otherwise~~not ~~apply~~intend to ~~private~~comply ~~companies~~with those procedures. We ~~intend~~As such, our stockholders could potentially be liable for any claims to ~~take~~the ~~advantage~~extent of ~~the~~distributions ~~benefits~~received by them (but no more) and any liability of ~~this~~our ~~extended~~stockholders ~~transition~~may ~~period~~extend well beyond the third anniversary of such date.

WeBecause we will ~~remain~~not anbe ~~emerging growth~~complying ~~company~~with ~~until~~Section 280, Section 281(b) of the ~~earlier~~DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of ~~(1)~~ all existing and pending claims or claims that may be potentially brought against us within the ~~last~~subsequent 10 ~~day~~years. ofHowever, ~~the~~because ~~fiscal~~we ~~year~~are (a~~) following~~ ~~February~~blank 15check company, ~~2027~~rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (bsuch as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in ~~which we~~our ~~have~~underwriting ~~total~~agreement ~~annual~~in ~~gross~~connection ~~revenue~~with ofthe atInitial ~~least~~Public ~~$1.235 billion~~Offering, we will seek to have all vendors, service providers, prospective target businesses or ~~(c) in~~other entities with which we ~~are~~do ~~deemed~~business execute agreements with us waiving any right, title, interest or claim of any kind in or to beany monies held in the Trust Account. As a ~~large~~result ~~accelerated~~of ~~filer~~this obligation, ~~which~~ ~~means~~the claims that could be made against us are significantly limited and the ~~market~~likelihood ~~value~~that ofany claim that would result in any liability extending to the Trust Account is remote. Further, our ~~shares~~Sponsor ofmay ~~Class A~~be ~~Common~~liable ~~Stock~~only to the extent necessary to ensure that ~~are~~the ~~held~~amounts byin ~~non-affiliates~~the ~~exceeds~~Trust Account are not reduced below (i) $~~700~~10.20 per Public Share or (ii) ~~million~~such lesser amount per Public Share held in the Trust Account as of the ~~prior~~date ~~June 30th~~of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and ~~(2)~~ will not be liable as to any claims under our indemnity of the ~~date~~underwriters onof ~~which~~our weInitial ~~have~~Public ~~issued~~Offering ~~more~~against ~~than~~certain $1liabilities, including liabilities under the Securities Act.~~0 billion~~ inIn ~~non-convertible debt securities~~the ~~during~~event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the ~~prior~~extent ~~three~~of any liability for such third-~~year period~~party claims.

~~Additionally,~~If we ~~are~~file a ~~“smaller reporting~~bankruptcy ~~company”~~petition asor ~~defined~~an ininvoluntary ~~Item~~bankruptcy ~~10(f)(1)~~petition ofis ~~Regulation~~filed ~~S-K.~~against ~~Smaller~~us ~~reporting~~that ~~companies~~is ~~may~~not ~~take~~dismissed, ~~advantage~~the ofproceeds ~~certain~~held ~~reduced disclosure~~in ~~obligations,~~the ~~including,~~Trust ~~among~~Account ~~other~~could ~~things,~~be ~~providing~~subject ~~only~~to ~~two~~applicable ~~years~~bankruptcy oflaw, ~~audited~~and ~~financial~~may ~~statements.~~be Weincluded ~~will~~in ~~remain~~our abankruptcy ~~smaller reporting~~estate ~~company~~and ~~until~~subject to the ~~last~~claims ~~day~~of third parties with priority over the claims of our stockholders. To the ~~fiscal~~extent ~~year~~any inbankruptcy ~~which~~claims ~~(i)~~deplete the ~~market~~Trust ~~value~~Account, ofwe cannot assure our ~~Ordinary~~stockholders ~~Shares~~we ~~held~~will bybe ~~non-affiliates exceeds~~ able to return $~~250 million~~10.20 asper ofshare ~~the~~to ~~prior~~our ~~June~~Public ~~30th~~Stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or ~~(ii)~~bankruptcy ~~our~~laws ~~annual~~as ~~revenues~~either ~~exceed~~a ~~$100 million~~“preferential ~~during~~transfer” ~~such~~or ~~completed~~a ~~fiscal~~“fraudulent ~~year~~conveyance.” As a result, a bankruptcy court could seek to recover some or ~~the~~ ~~market~~all ~~value~~amounts ofreceived by our ~~Ordinary~~stockholders. ~~Shares~~Furthermore, ~~held~~our byBoard ~~non-affiliates exceeds~~of ~~$700 million~~Directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying Public Stockholders from the Trust Account prior ~~June~~to 30addressing the claims of creditors. We cannot assure our stockholders that claims will not be brought against us for these reasons.

15Our Public Stockholders are entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) the completion of our initial Business Combination, (ii) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend any provisions of our Second Amended and Restated Charter (A) to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial Business Combination by the end of the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) the redemption of all of our Public Shares if we are unable to complete our Business Combination by the end of the Combination Period, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. In the event we seek stockholder approval in connection with our initial Business Combination, a stockholder’s voting in connection with the initial Business Combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our Second Amended and Restated Charter, like all provisions of our Second Amended and Restated Charter, may be amended with a stockholder vote.

~~Item 1A. Risk Factors.~~13

AsTable ~~a smaller reporting company under Rule 12b-2~~ of the Exchange Act, we are not required to include risk factors in this Report. You should carefully consider the risk factors described below, together with the other information included in this Annual Report on Form 10-K, and on our Form S-1 that was filed on January 28, 2022, along with amendments thereto with the SEC, which is incorporated by reference, before you decide to invest in our securities. However, the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:Contents

~~● we are a blank check company and an early stage company with no revenue or basis to evaluate our ability to select a suitable business target;~~Competition

●In identifying, evaluating and selecting a target business for our initial Business Combination, we have encountered and may ~~not~~continue beto ~~able~~encounter intense competition from other entities having a business objective similar to ~~select~~ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic Business Combinations. Many of these entities are well-established and have extensive experience identifying and effecting Business Combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an ~~appropriate~~advantage in pursuing the Business Combination of a target business. orFurthermore, ~~businesses~~our ~~and~~obligation ~~complete~~to pay cash in connection with our Public Stockholders who exercise their redemption rights may reduce the resources available to us for our initial Business Combination inand our outstanding warrants, and the ~~prescribed~~future ~~time~~dilution ~~frame;~~they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

~~● our expectations around the performance of a prospective target business or businesses, may not be realized;~~Employees

●We wecurrently ~~may~~have two officers. These individuals are not beobligated ~~successful~~to indevote ~~retaining~~any orspecific ~~recruiting~~number ~~required~~of ~~officers~~hours to our matters, ~~key~~but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time they devote in any time period varies based on the stage of the initial Business Combination process we are in. We do not intend to have any full-time employees orprior ~~directors~~to ~~following~~the completion of our initial Business Combination;.

●Periodic ~~our~~Reporting ~~officers~~ and ~~directors~~Financial ~~may have difficulties allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial Business Combination;~~Information

●Our Units, Public Shares and Warrants were registered under the Exchange Act, and as a result, we ~~may~~plan ~~not~~on beregistering ~~able~~our toUnits, ~~obtain~~Public ~~additional~~Shares, ~~financing~~Warrants and to ~~complete~~continue with our ~~initial~~reporting ~~Business~~obligations, ~~Combination~~including the requirement that we file annual, orquarterly ~~reduce~~and current reports with the ~~number~~SEC. In accordance with the requirements of ~~stockholders~~the ~~requesting~~Exchange ~~redemption;~~Act, our annual reports, including this Report, contain financial statements audited and reported on by Withum, our independent registered public accounting firm.

●We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials, to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, U.S. GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential targets we may ~~issue~~conduct ~~our~~an ~~shares~~initial Business Combination with because some targets may be unable to ~~investors~~provide such statements in ~~connection~~time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination atwithin the prescribed time frame. We cannot assure our stockholders that any particular target business identified by us as a ~~price~~potential Business Combination candidate will have financial statements prepared in accordance with U.S. GAAP or that isthe ~~less~~potential ~~than~~target business will be able to prepare its financial statements in accordance with the ~~prevailing~~requirements ~~market~~outlined ~~price~~above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of ~~our~~potential ~~shares~~Business atCombination candidates, we do not believe that ~~time;~~this limitation will be material.

●We are required to evaluate our ~~stockholders~~internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target company may not be ~~given~~in compliance with the ~~opportunity~~provisions toof ~~choose~~the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the ~~initial~~internal ~~business~~controls ~~target~~of orany such entity to ~~vote~~achieve oncompliance with the ~~initial~~Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination;.

●We ~~Trust~~plan ~~Account~~on ~~funds~~filing ~~may~~another ~~not~~Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will again be ~~protected~~subject ~~against~~to ~~third-party~~the ~~claims~~rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or ~~bankruptcy;~~other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination.

●We ~~our~~are ~~public~~an ~~securities’~~“emerging ~~potential~~growth ~~liquidity~~company,” ~~and~~as ~~trading~~defined isin ~~uncertain~~Section 2(a) of the Securities Act, as itmodified isby ~~unknown~~the ~~when~~JOBS ~~the~~Act. ~~Trading~~As ~~Halt~~such, ~~issued~~we ~~pursuant~~are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the ~~Determination~~auditor ~~Letter~~attestation ~~will~~requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be ~~lifted;~~a less active trading market for our securities and the prices of our securities may be more volatile.

~~● an active market for our public securities may not exist and our stockholders will have limited liquidity and trading;~~14

●Table ~~the availability to us~~ of ~~funds from interest income on the Trust Account balance may be insufficient to operate our business prior to the Business Combination;~~Contents

●In ~~our~~addition, ~~financial~~Section 107 ~~performance~~of ~~following~~the aJOBS ~~Business~~Act ~~Combination~~also ~~with~~provides that an ~~entity~~“emerging ~~may~~growth becompany” ~~negatively~~can ~~affected~~take byadvantage ~~their~~of ~~lack~~the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an ~~established~~“emerging ~~record~~growth company” can delay the adoption of ~~revenue,~~certain ~~cash~~accounting ~~flows~~standards ~~and~~until ~~experienced~~those ~~management;~~standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

●We ~~there~~will ~~may~~remain bean ~~more~~emerging ~~competition~~growth tocompany ~~find~~until anthe ~~attractive~~earlier ~~target~~of ~~for~~(1) the anlast day ~~initial~~of ~~Business~~the ~~Combination~~fiscal year (a) following February 15, 2027, (b) in which ~~could~~we ~~increase~~have ~~the~~total ~~costs~~annual ~~associated~~gross ~~with~~revenue ~~completing~~of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ~~initial~~shares ~~Business~~of ~~Combination~~Class A Common Stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and ~~may~~(2) the ~~result~~date inon ~~our~~which ~~inability~~we tohave ~~find~~issued amore ~~suitable~~than ~~target;~~$1.0 billion in non-convertible debt securities during the prior three-year period.

●Additionally, ~~changes~~we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market ~~for~~value ~~directors~~of ~~and~~our ~~officers~~Ordinary ~~liability~~Shares ~~insurance~~held ~~could~~by ~~make~~non-affiliates exceeds it$250 million ~~more~~as ~~difficult~~of the prior June 30th, and ~~more~~(ii) our ~~expensive~~annual ~~for~~revenues usexceed to$100 million ~~negotiate~~during ~~and~~such ~~complete~~completed anfiscal year ~~initial~~or ~~Business~~the ~~Combination;~~market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30.

●Item 1A. weRisk may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;Factors.

●As we have entered into the Business Combination Marketing Agreement with A.G.P. to act as an advisor to us after the Initial Public Offering in connection with an initial Business Combination. A.G.P. is entitled to a ~~fee~~smaller inreporting ~~connection~~company ~~with~~under ~~that~~Rule 12b-2 ~~Business~~of ~~Combination Marketing Agreement that will be payable from~~ the ~~Trust~~Exchange ~~Account only upon a completion of an initial Business Combination. In addition~~Act, we ~~may~~are ~~engage~~not ~~one~~required ~~or more of our underwriters or one of their respective affiliates~~ to ~~provide additional services to us after the Initial Public Offering, which may~~ include ~~acting~~risk asfactors ~~a financial advisor~~ in ~~connection~~this ~~with an initial Business Combination or as placement agent in connection with a related financing transaction~~Report. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;

●Item 1B. weUnresolved ~~may~~Staff attempt to complete our initial Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we anticipated, if at all;Comments.

16Not applicable.

●Item 1C. our Warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Common Stock or may make it more difficult for us to consummate an initial Business Combination;Cybersecurity

●We ~~since~~are ~~our~~a ~~Initial~~blank ~~Stockholders~~check ~~will~~company ~~lose~~with ~~their~~no ~~entire~~business ~~investment~~operations. inSince usour ifIPO, our ~~initial~~sole ~~Business~~business ~~Combination~~activity ishas ~~not~~been ~~completed~~identifying ~~(other~~and ~~than~~evaluating ~~with~~suitable ~~respect~~target tobusinesses ~~any~~for ~~Public~~an ~~Shares~~initial ~~they~~business ~~may~~combination. ~~acquire~~Therefore, ~~during~~we ordo ~~after~~not ~~our~~believe ~~Initial~~that ~~Public~~we ~~Offering),~~face significant cybersecurity risks and ~~because~~have ~~our~~not ~~Sponsor,~~adopted ~~officers~~any cybersecurity risk ~~and~~management ~~directors~~programs ~~may~~or ~~profit~~formal ~~substantially~~processes ~~even~~for ~~under~~assessing ~~circumstances~~cybersecurity inrisk. ~~which~~Our ~~our~~board ~~Public~~of ~~Stockholders~~directors ~~would~~is ~~experience~~generally ~~losses~~responsible infor ~~connection~~the ~~with~~oversight ~~their~~of ~~investment~~risks from cybersecurity threats, aif ~~conflict~~any. ofIn ~~interest~~fiscal year ~~may~~2025, ~~arise~~we indid ~~determining~~not ~~whether~~identify aany cybersecurity threats ~~particular~~that ~~Business~~have ~~Combination~~materially ~~target~~affected isor ~~appropriate~~are ~~for~~reasonably likely to materially affect our ~~initial~~business ~~Business~~strategy, ~~Combination;~~results of operations, or financial condition.

●Once ~~changes~~we inare ~~laws~~operational orand ~~regulations~~have oravailable ~~how~~funding, ~~such~~we ~~laws~~will orbe ~~regulations~~committed ~~are~~to ~~interpreted~~maintaining orthe ~~applied~~confidentiality, orintegrity, aand ~~failure~~availability toof ~~comply~~our ~~with~~information ~~any~~systems ~~laws~~and ordata. ~~regulations,~~As ~~may~~part ~~adversely~~of ~~affect~~this ~~our business~~commitment, ~~including~~we ~~our~~plan ~~ability~~to implement a comprehensive cybersecurity program to ~~negotiate~~protect ~~and~~against ~~complete~~unauthorized ~~our~~access, ~~initial~~use, ~~Business~~disclosure, ~~Combination~~modification, ~~and~~or ~~results~~destruction of ~~operations;~~our information assets.

● the value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Common Stock at such time is substantially less than $11Item 2.41 ~~per share;~~Properties.

●Our ~~resources~~executive ~~could~~offices beare ~~wasted~~located inat ~~researching~~3753 ~~acquisitions~~Howard ~~that~~Hughes ~~are~~Pkwy, ~~not~~Suite 200, ~~completed~~Las Vegas, ~~which~~NV ~~could~~89169, ~~materially~~and ~~adversely~~our ~~affect~~telephone ~~subsequent~~number ~~attempts~~is to888-710-4420. ~~identify~~The ~~and~~cost ~~acquire~~for orour ~~merge~~use ~~with~~of ~~another~~this ~~business.~~space Ifis weincluded ~~have~~in ~~not~~the ~~completed~~$10,000 ~~our~~per month ~~initial~~fee ~~Business~~we ~~Combination~~agreed ~~within~~to ~~the~~pay ~~Combination~~to ~~Period,~~an affiliate of our ~~Public~~Sponsor ~~Stockholders~~for ~~may~~office ~~receive~~space, ~~only~~administrative ~~approximately~~and ~~$11.25~~shared ~~per~~personnel ~~share~~support services, orpursuant ~~less~~to ~~than~~the ~~such~~Administrative ~~amount~~Support inAgreement. ~~certain~~Such ~~circumstances,~~fee onhas ~~the~~been ~~liquidation~~accrued ofsince December 2023. We consider our ~~Trust~~current ~~Account,~~office ~~and~~space ~~our~~adequate ~~Warrants~~for ~~will~~our ~~expire~~current ~~worthless;~~operations.

~~● in March 2022, the SEC issued proposed rules relating to certain activities of SPACs~~Item 3. ~~Certain~~Legal of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial Business Combination and may constrain the circumstances under which we could complete an initial Business CombinationProceedings. ~~The need for compliance with such proposals may cause us to liquidate the funds in the Trust Account or liquidate our Company at an earlier time than we might otherwise choose;~~

	●	if we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate our Company;
	●	to mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, and following the approval by our stockholders of the Trust Agreement Amendment at the 2024 Special Meeting, on February 13, 2024, we instructed Continental, as trustee of the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our Public Stockholders receive upon any redemption or our liquidation;

To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

● we may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain UItem 4.S. orMine ~~foreign~~Safety ~~laws or regulations, including the Committee on Foreign Investment in the United States;~~Disclosures.

●Not ~~recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial Business Combination;~~applicable.

~~● market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination;~~

● adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects;15

17Table of Contents

● military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination;PART II

●Item 5. ~~the~~Market ~~Excise~~for ~~Tax~~Registrant’s ~~may~~Common beEquity, ~~imposed~~Related onStockholder usMatters, inand ~~connection~~Issuer ~~with~~Purchases ~~our redemptions~~ of ~~shares~~Equity ~~in connection with a Business Combination or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption;~~Securities.

~~● there is substantial doubt about our ability to continue as~~ (a) ~~“going~~Market ~~concern”.~~Information

~~For~~On ~~additional~~June ~~risks relating to our operations~~3, ~~other~~2024 ~~than~~the asNasdaq ~~set~~Stock ~~forth~~Market ~~above,~~delisted ~~see~~our ~~the~~Class ~~section~~A ~~titled~~Common ~~“Risk~~Stock, ~~Factors”~~Units ~~contained~~and inWarrants ~~our~~from ~~(i)~~Listing ~~IPO~~under ~~Registration Statement,~~Section 12(iib) ~~2022~~of ~~Annual~~the ~~Report~~Securities ~~and~~Exchange ~~2021~~Act ~~Annual~~of ~~Report~~1934, ~~(iii)~~due ~~Quarterly~~to ~~Reports~~public oninterest ~~Form~~concerns ~~10-Q~~over ~~for~~ the ~~quarterly~~liquidity ~~periods~~of ~~ended~~Relativity’s ~~March 31,~~securities. ~~2022,~~The ~~June~~Relativity ~~30,~~Class ~~2022,~~A ~~September~~Common ~~30,~~Stock ~~2022,~~is ~~March~~currently ~~31,~~traded ~~2023,~~on ~~and~~the ~~September~~over ~~30,~~the ~~2023,~~counter asmarket ~~filed~~but ~~with~~ the ~~SEC~~units onissued ~~May~~in ~~16,~~the ~~2022,~~IPO ~~August~~(the ~~15, 2022,~~“Public ~~November~~Units”) ~~14,~~and ~~2022,~~the ~~May~~Relativity ~~15,~~Public ~~2023,~~Warrants ~~and~~are ~~November~~not ~~20,~~traded ~~2023,~~anywhere; ~~respectively~~however, ~~and~~the ~~(iv)~~Company ~~Definitive~~plans ~~Proxy~~to ~~Statements~~reapply onto ~~Schedule~~NASDAQ ~~14A,~~upon asclosing ~~filed with~~of the ~~SEC~~business oncombination. ~~December~~Pubco 5,will ~~2022~~apply ~~and~~for ~~January 31~~listing, ~~2024,~~to ~~respectively.~~be ~~Any~~effective upon closing of ~~these~~the ~~factors~~Business ~~could~~Combination ~~result~~for inthe aPubco ~~significant~~ordinary orshare ~~material~~and ~~adverse effect~~Pubco onPublic ~~our~~Warrants ~~results~~on ofNasdaq ~~operations~~under orthe ~~financial~~proposed ~~condition.~~symbols ~~Additional~~“BIOT” ~~risks~~and ~~could~~“BIOTW,” ~~arise~~respectively. ~~that~~Pubco ~~may~~will ~~also~~not ~~affect~~have ~~our~~units ~~business~~traded orfollowing ~~ability to~~the ~~consummate~~consummation anof ~~initial~~the Business Combination. WeIt ~~may~~is ~~disclose~~uncertain ~~changes~~if toPubco ~~such~~will ~~risk~~be ~~factors~~able orto ~~disclose~~meet ~~additional~~Nasdaq’s ~~risk~~initial ~~factors~~listing ~~from~~requirements ~~time~~ to ~~time~~list inits ~~our~~securities ~~future~~on ~~filings~~Nasdaq, ~~with~~which is a condition to the ~~SEC~~closing of the Business Combination.

~~Item~~(b) ~~1B. Unresolved Staff Comments.~~Holders

~~Not~~On ~~applicable~~May 28, 2026, there were two holders of record of our Units, 44 holders of record of shares of our Class A Common Stock and one holder of record of our Warrants.

~~Item~~(c) ~~1C. Cybersecurity~~Dividends

We ~~are~~have anot ~~blank~~paid ~~check~~any ~~company with~~cash nodividends ~~business~~on ~~operations.~~our ~~Since~~Common ~~our~~Stock ~~IPO,~~to ~~our~~date ~~sole~~and ~~business~~do ~~activity~~not ~~has~~intend ~~been~~to ~~identifying~~pay ~~and~~cash ~~evaluating~~dividends ~~suitable~~prior ~~target~~to ~~businesses for~~the ancompletion of our initial ~~business~~Business ~~combination~~Combination. ~~Therefore,~~The wepayment doof ~~not~~cash ~~believe~~dividends ~~that~~in wethe ~~face~~future ~~significant~~will ~~cybersecurity~~be ~~risks~~dependent ~~and~~upon ~~have~~our ~~not~~revenues ~~adopted~~and earnings, if any ~~cybersecurity risk management~~, ~~programs~~capital orrequirements ~~formal~~and ~~processes~~general ~~for~~financial ~~assessing~~condition ~~cybersecurity~~subsequent ~~risk~~to completion of our initial Business Combination. ~~Our~~The ~~board~~payment of ~~directors~~any iscash ~~generally~~dividends ~~responsible~~subsequent ~~for~~to our initial Business Combination will be within the ~~oversight~~ discretion of ~~risks~~our ~~from~~Board ~~cybersecurity~~of ~~threats,~~Directors ifat ~~any~~such time. In ~~fiscal~~addition, ~~year~~our ~~2023,~~Board weof ~~did~~Directors is not ~~identify~~currently contemplating and does not anticipate declaring any ~~cybersecurity threats~~ ~~that~~stock ~~have~~dividends ~~materially affected~~in orthe ~~are~~foreseeable ~~reasonably~~future. ~~likely~~Further, toif ~~materially~~we ~~affect~~incur any indebtedness in connection with our ~~business~~initial ~~strategy~~Business Combination, ~~results~~our ofability ~~operations,~~to ordeclare ~~financial~~dividends ~~condition~~may be limited by restrictive covenants we may agree to in connection therewith.

~~Once~~(d) weSecurities ~~are~~Authorized ~~operational~~for ~~and have~~Issuance ~~available~~Under ~~funding,~~Equity weCompensation will be committed to maintaining the confidentiality, integrity, and availability of our information systems and data. As part of this commitment, we plan to implement a comprehensive cybersecurity program to protect against unauthorized access, use, disclosure, modification, or destruction of our information assets.Plans

~~Item 2~~None. ~~Properties.~~

~~Our~~(e) ~~executive~~Recent ~~offices~~Sales ~~are located at 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169, and our telephone number is 888-710-4420. The cost for our use~~ of ~~this~~ ~~space~~Unregistered is included in the $10,000 per month fee we agreed to pay to an affiliate of our Sponsor for office space, administrative and shared personnel support services, pursuant to the Administrative Support Agreement. Such fee has been accrued since December 2023. We consider our current office space adequate for our current operations.Securities

~~Item 3~~None. ~~Legal Proceedings.~~

To(f) ~~the~~Use ~~knowledge~~ of ~~our~~Proceeds ~~Management~~from ~~Team,~~the ~~there~~Initial isPublic ~~no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.~~Offering

For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 5 4of our 2021 Annual Report. ~~Mine~~There ~~Safety~~has ~~Disclosures~~been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

~~Not~~On ~~applicable~~February 13, 2024, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Morgan Stanley, with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds.

18(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~PART~~On IIFebruary 13, 2025, we held a special meeting of stockholders, at which our stockholders approved, among other things, the extension of our time to complete a business combination to February 15, 2026. In connection with the vote to approve the Fourth Extension, Public Stockholders holding 753 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $9,266 (approximately $12.31 per Public Share) was removed from the Trust Account to pay such holders.

~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.~~16

~~(a)~~Table ~~Market~~of ~~Information~~Contents

On ~~January~~ 11February 12, ~~2023~~2026, ~~Nasdaq~~we ~~determined~~held toa ~~halt~~special ~~trading~~meeting, inat which our ~~securities~~stockholders ~~and~~approved, onamong ~~June~~other 3things, ~~2024,~~the ~~Nasdaq~~extension ~~filed~~of aour ~~form~~time ~~25-NSE~~to ~~removing~~complete ~~and~~a ~~delisting~~business ~~our~~combination ~~securities~~to ~~from~~February ~~Nasdaq~~15, ~~and~~2027. ~~Section 12b~~In ofconnection with the ~~Securities~~Meeting, ~~and~~stockholders ~~Exchange~~holding ~~Act.~~6,587 ~~Our~~public ~~securities~~shares ~~are~~of ~~not~~the ~~currently~~Company’s ~~trading.~~Class ~~Prior~~A tocommon ~~January~~stock ~~11,~~exercised ~~2023,~~their ~~our~~right ~~Units,~~to ~~Public~~redeem ~~Shares~~such ~~and Public~~shares ~~Warrants~~for ~~were~~a ~~each~~pro ~~traded~~rata onportion ~~Nasdaq~~of ~~under~~ the ~~symbols~~funds ~~“RACYU,”~~in ~~“RACY”~~the ~~and~~Company’s ~~“RACYW,” respectively~~Trust Account. ~~Our~~As ~~Units~~a ~~commenced~~result, ~~public~~approximately ~~trading on February 11~~$84,172 ~~2022,~~(approximately ~~and~~$12.77 ~~our~~per Public ~~Shares~~Share) ~~and~~was ~~Public~~removed ~~Warrants~~from ~~commenced~~the ~~separate public~~Trust ~~trading~~Account onto ~~April~~pay 4,such ~~2022~~holders.

~~(b)~~There ~~Holders~~were no repurchases of our equity securities by us or an affiliate during the fiscal year covered by the Report.

On March XX, 2025, there were two holders of record of our Units, one of record of shares of our Class A Common Stock and one holder of record of our Warrants.

We have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e) Recent Sales of Unregistered Securities

On February 27, 2023, we issued an aggregate of 3,593,749 shares of Class A Common Stock to our Sponsor, A.G.P., George Syllantavos and Anastasios Chrysostomidis, the holders of the Founder Shares, upon the conversion of an equal number of shares of Class B Common Stock in the Founder Share Conversion. These shares of Class A Common Stock are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Registration Statement; consequently, the shares of Class A Common Stock issued in connection with the Founder Share Conversion are not registered under the Securities Act and will remain unregistered until registration is demanded by the Sponsor pursuant to the Letter Agreement. Following the Founder Share Conversion, our Sponsor was the beneficial owner of 3,033,905 shares of Class A Common Stock and one share of Class B Common Stock. The Sponsor then transferred 533,525 shares of Class A Common Stock to certain members of the Sponsor.

Subsequent to those transfers and the Founder Sharer Conversion, the Sponsor currently holds 2,500,380 shares of Class A Common Stock and one share of Class B Common Stock, as well as 653,750 shares of Class A Common Stock that are part of Private Placement Units that were acquired by the Sponsor in the Private Placement.

(f) Use of Proceeds from the Initial Public Offering

For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 5 of our 2021 Annual Report. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

Following the approval by our stockholders of the Trust Agreement Amendment at the 2024 Special Meeting, on February 13, 2024, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Morgan Stanley, with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds.

(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On February 13, 2024, we held a special meeting, at which our stockholders approved, among other things, the Third Extension. In connection with the vote to approve the Second Extension, Public Stockholders holding 90,054 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.02 million (approximately $11.32 per Public Share) was removed from the Trust Account to pay such holders, leaving $715,760.63 in the Trust Account.

On February 13, 2025, we held a special meeting of stockholders, at which our stockholders approved, among other things, the Fourth Extension. In connection with the vote to approve the Fourth Extension, Public Stockholders holding 753 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $9,266 (approximately $12.31 per Public Share) was removed from the Trust Account to pay such holders, leaving approximately $760,000 in the Trust Account.

There were no repurchases of our equity securities by us or an affiliate during the fiscal year covered by the Report.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this item regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this Report.

Overview

We are a blank-check company incorporated as a Delaware corporation on April 13, 2021, for the purposes of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We may pursue an initial business combination target in any business or industry.

Recent Developments

Extension of our Combination Period

We initially had up to 12 months from the closing of the Initial Public Offering (until February 15, 2023) to complete a Business Combination, except that the Sponsor had two 3-month extensions available to it, for a total of up to 18 months from the closing of the Initial Public Offering (until August 15, 2023) to complete the initial Business Combination. We currently have until February 15, ~~2026~~2027 to consummate an initial Business Combination (subject to further extension with the approval of stockholders pursuant to the Fourth Amended and Restated Charter, consistent with applicable laws, regulations and stock exchange rules).

We have extended our time to complete a business combination four times, with our stockholders having the ability to redeem each time. Following such redemptions, there are currently 62,488 Public Shares outstanding and a total of 4,309,988 shares of Class A Common Stock and one share of Class B Common stock outstanding.

Instinct Brothers Co., Ltd Business Combination

On February 28, 2025, we entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Relativity Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Pubco”), (iii) Relativity Purchaser Merger Sub II Inc., a company to be formed in the Cayman Islands and a wholly owned subsidiary of Pubco (the “Merger Sub” and the Merger Sub, collectively with the Purchaser and Pubco, the “Purchaser Parties”), (iv) Instinct Brothers Co., Ltd, a corporation organized under the laws of Japan (an “Operating Company” and “Target Company”) and its shareholder named on Annex I hereto ( “Seller”), (vi) Tomoki Nagano (“Founder”), (vii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative for the stockholders of Pubco (other than the Seller) (the “Purchaser Representative”), and (viii) Tomoki Nagano in the capacity as the representative for the Seller (the “Seller Representative”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transaction.”

2017

~~Pursuant~~Table to the Business Combination Agreement, subject to the terms and conditions set forth therein, (a) the Merger Sub will merge with and into Relativity, with Relativity surviving the merger as a wholly-owned subsidiary of Pubco, and (b) each Seller shall contribute all of its ownership interests in each Operating Company to Pubco in exchange for aggregate consideration in the amount of $200,000,000 (the “Contribution Consideration”), to be paid in the common stock of Pubco valued at $10.00 per share of common stock. At the Closing, each public warrant of Relativity shall be converted into one Pubco public warrant and each private warrant of Relativity shall be converted into one Pubco private warrant, in each case with such Pubco warrant having substantially the same terms and conditions as set forth in the respective Relativity warrants, except that in each case they shall represent the right to acquire shares of Pubco common stock in lieu of shares of Relativity Class A common stock.Contents

~~Results~~On March 25, 2026, we held a special meeting of ~~Operations~~stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved:

As● ofa ~~December~~proposal ~~31,~~to ~~2024,~~adopt ~~we had~~and ~~not~~approve ~~commenced any operations. All activity for~~ the ~~period~~business ~~from~~combination ~~April 13~~agreement, ~~2021~~dated ~~(inception)~~as ~~through~~of ~~December~~February 3128, ~~2024,~~2025 ~~relates~~(as toamended ~~our formation~~ and ~~initial~~restated ~~public~~on ~~offering~~October ~~and~~22, ~~identifying~~2025), aby ~~target~~and ~~company~~among ~~for a business combination. We will not generate any operating revenues until after~~ the ~~completion of a business combination~~Company, atRelativity ~~the~~Holdings ~~earliest~~Inc., WeInstinct ~~generated~~Bio ~~non-operating income~~Technical inCompany ~~the~~Inc., ~~form~~parties ~~of interest~~thereto, ~~income~~as ~~from~~described ~~the~~in ~~proceeds~~more ~~derived~~detail ~~from~~in the ~~initial~~proxy ~~public~~statement ~~offering~~relating ~~and~~to ~~placed in~~ the ~~trust account~~Meeting.

~~For~~● ~~the~~a ~~year~~proposal ~~ended~~to ~~December 31,~~amend ~~2024,~~the wesecond ~~had~~amended ~~net~~and ~~loss~~restated certificate of ~~$440,564,~~incorporation ~~which consists~~ of ~~general~~the ~~and~~Company ~~administrative~~to ~~costs~~eliminate ofthe ~~$741,798,~~requirement ~~provision~~that ~~for~~the ~~income~~Company, ~~taxes~~or ofany ~~$81,983 and~~entity athat ~~change~~succeeds in the ~~fair~~Company, ~~value~~retain ofat ~~warrant~~least ~~liability of~~ $155,~~780~~000,001 ~~offset~~of bynet ~~gain~~tangible ~~from~~assets ~~extinguishment~~following ofthe ~~promissory~~redemption ~~note~~ of $public ~~360,114~~shares ~~and income~~in ~~from~~connection ~~investments~~with ~~held in~~ the ~~trust~~business ~~account of $38,883~~combination.

~~For~~The ~~the~~obligations ~~year ended December 31, 2023, we had net loss~~ of ~~$2,305,489,~~the ~~which~~parties ~~consists~~to ofcomplete ~~a change in~~ the ~~fair~~Closing ~~value~~are ofsubject ~~warrant~~to ~~liability~~various ofconditions. ~~$72,885,~~We ~~provision~~are ~~for~~working ~~income taxes~~toward ofcompleting ~~$13,333~~the ~~and~~proposed ~~general~~business ~~and~~combination ~~administrative~~as ~~costs~~soon ofas ~~$2,300,807, offset by income from investments held in the trust account of $81,536~~possible.

~~Factors That May Adversely Affect Our~~ Results of Operations

~~Our results~~As of ~~operations~~December 31, ~~and~~2025, ~~our~~we ~~ability~~had tonot ~~complete~~commenced anany ~~initial~~operations. ~~Business~~All ~~Combination~~activity ~~may~~for ~~be adversely affected by various factors that could cause economic uncertainty and volatility in~~ the ~~financial~~period ~~markets~~from April 13, ~~many~~2021 of(inception) ~~which~~through ~~are beyond our control. Our business could be impacted by~~December 31, ~~among other things~~2025, ~~downturns~~relates into ~~the~~our ~~financial~~formation ~~markets~~and orinitial inpublic ~~economic~~offering ~~conditions,~~and ~~increases~~identifying ina ~~oil~~target ~~prices,~~company ~~inflation,~~for ~~increases~~a ~~in interest~~business ~~rates,~~combination. ~~supply~~We ~~chain~~will ~~disruptions,~~not ~~declines~~generate inany ~~consumer~~operating ~~confidence~~revenues ~~and~~until ~~spending,~~after ~~including resurgences and~~ the ~~emergence~~completion of ~~new virus~~a ~~variants,~~business ~~and geopolitical instability~~combination, ~~such~~at as the ~~military conflict in Ukraine and the Middle East~~earliest. We ~~cannot~~generated atnon-operating income ~~this~~in ~~time fully predict~~ the ~~likelihood~~form of ~~one~~interest orincome ~~more~~from of the ~~above~~proceeds ~~events,~~derived ~~their~~from ~~duration or magnitude or~~ the ~~extent~~initial topublic ~~which~~offering ~~they may negatively impact our business~~ and ~~our~~placed ~~ability~~in tothe ~~complete~~trust ~~an initial Business Combination~~account.

~~Liquidity~~For the year ended December 31, ~~Capital~~2025, ~~Resources~~we had net loss of $1,225,143, which consists of general and ~~Going Concern~~administrative costs of $1,028,665, a change in the fair value of warrant liability of $226,183 and provision for income taxes of $7,352, offset by income from investment in trust account of $23,369 and a gain from forgiveness of professional fees of $13,688.

AsFor ofthe year ~~December~~ended December 31, 2024, ~~the Company~~we had net loss of $1440,~~674~~564, inwhich ~~its~~consists ~~operating~~of ~~bank~~general ~~account~~and administrative costs of $741,798, provision for income taxes of $81,983 and a ~~working~~change ~~capital~~in ~~deficit~~the fair value of warrant liability of $215,~~090~~780 offset by gain from extinguishment of promissory note of $360,~~343~~114 and income from investments held in the trust account of $38,883.

OnFactors ~~February~~That ~~15,~~May Adversely ~~2022,~~Affect weOur ~~consummated the~~Results ~~Initial Public Offering~~ of ~~14,375,000 Units, including 1,875,000 Units pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $143,750,000.~~Operations

~~Simultaneously~~Our ~~with~~results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the ~~closing~~ financial markets, many of ~~the~~which ~~Initial~~are ~~Public~~beyond ~~Offering~~our control. Our results of operations and our ability to consummate an initial Business Combination could be impacted by, weamong ~~consummated~~other things, downturns in the ~~sale~~financial ofmarkets ~~653~~or in economic conditions,~~750~~ ~~Private~~increases ~~Placement~~in ~~Units~~oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the ~~Private~~military ~~Placement~~conflicts toin ~~our~~Ukraine ~~Sponsor~~and the Middle East. We cannot at a ~~price~~this time predict the likelihood of ~~$10.00~~one ~~per~~or ~~Private~~more ~~Placement~~of ~~Unit~~the above events, ~~generating~~their ~~total~~duration ~~gross~~or ~~proceeds~~magnitude ofor ~~$6,537,500~~the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

~~Transaction costs amounted to $3~~Liquidity,~~890,326,~~ ~~consisting~~Capital ofResources ~~$1,437,500 of underwriting commissions, $1,972,398 of the excess of the fair value of Class B Common Stock issued to the Initial Public Offering underwriter over the share subscription receivable~~ and ~~$480,428~~Going ~~of other offering costs.~~Concern

Following the closing of our Initial Public Offering, $146,625,000.00 from the net proceeds of the sale of the Units in our Initial Public Offering and the sale of the Private Placement Units in the Private Placement was placed in the Trust Account maintained by Continental, as trustee. In connection with our 2022 Special Meeting held on December 21, 2022, stockholders holding 14,221,705 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account. As ~~a result, approximately $146 million (approximately $10.29 per Public Share) was removed from the Trust Account to pay such holders. As~~ of December 31, ~~2022~~2025, ~~approximately $1,671,810 remained in~~ the ~~Trust~~ ~~Account. On February 13, 2024, the~~ Company ~~announced that it~~ had ~~extended the date by which it has to consummate a Business Combination from February 15~~$7,140 2024 to February 15, 2025 (the “Combination Period”). In connection with the extension on February 13, 2024, stockholders holding 90,054 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in ~~the~~its ~~Company’s Trust~~operating ~~Account.~~bank Asaccount ~~a result, approximately $1.02 million (approximately $11.32 per Public Share) was removed from the Trust Account to pay such holders~~ and ~~approximately~~working ~~$720,000~~capital ~~will~~deficit ~~remain in the Trust Account. Following the redemptions, the Company had 63,241 Public Shares outstanding. As~~ of ~~December 31, 2023 and 2022, approximately~~ $13,~~746~~123,~~543 and $1,671,810 remained in the trust account~~694.

InOn ~~connection~~February 15, ~~with~~2022, we consummated the ~~redemptions of~~Initial Public ~~Shares,~~Offering aof ~~total~~14,375,000 ofUnits, ~~approximately~~including ~~$25~~1,875,000 ~~was~~Units ~~deducted~~pursuant ~~from~~to ~~our~~the ~~Trust~~exercise ~~Account~~of the underwriters’ over-allotment option in ~~order~~full, toat ~~pay~~$10.00 ~~taxes~~per ~~prior~~Unit, togenerating ~~the~~gross ~~2024~~proceeds ~~Special Meeting~~of $143,750,000.

2118

WeTable ~~intend to use substantially all~~ of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, to complete our initial Business Combination. We may withdraw interest to pay our taxes and liquidation expenses if we are unsuccessful in completing a Business Combination. We may pay our franchise taxes from funds from the Initial Public Offering held outside of the Trust Account or from interest earned on the funds held in the Trust Account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account reduced by our operating expense and franchise taxes. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.Contents

~~Further,~~Simultaneously ~~our~~with ~~Sponsor~~the orclosing ~~an affiliate~~ of the ~~Sponsor~~Initial orPublic ~~certain of our officers and directors may~~Offering, ~~but are not obligated to, loan us funds as may be required for Working Capital Loans. If~~ we ~~complete~~consummated ~~a Business Combination, we would repay~~ the ~~Working~~sale ~~Capital Loans out~~ of ~~the proceeds of the Trust Account released to us. Otherwise~~653,750 ~~the~~Private ~~Working~~Placement ~~Capital~~Units ~~Loans~~in ~~would be repaid only out of funds held outside~~ the ~~Trust~~Private ~~Account.~~Placement ~~In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account~~ to ~~repay the~~our ~~Working~~Sponsor ~~Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Units~~ at a price of $10.00 per ~~unit at the option of the lender. The units would be identical to the~~ Private Placement ~~Units. At December 31~~Unit, ~~2023~~generating ~~and~~total ~~2022,~~gross noproceeds ~~such~~of ~~Working Capital Loans were outstanding~~$6,537,500.

OnTransaction ~~August 10,~~costs ~~2023,~~amounted ~~we issued the SVES Promissory Note~~ to ~~SVES~~$3,890,326, ~~LLC~~consisting ~~under~~of ~~which~~$1,437,500 ~~SVES~~of ~~LLC~~underwriting ~~agreed~~commissions, ~~to extend us~~ $~~300~~1,~~000 for~~972,398 ~~working~~of ~~capital purposes. The SVES Promissory Note is non-interest bearing and payable on~~ the ~~closing~~excess of the ~~SVES~~fair ~~Business~~value ~~Combination.~~of Class InB ~~the~~Common ~~event~~Stock ~~the~~issued ~~SVES Business Combination is not consummated, the SVES Promissory Note shall be null and void and we shall not have any obligation~~ to the ~~payee.~~Initial ~~As of~~Public ~~December~~Offering ~~31,~~underwriter ~~2023,~~over ~~SVES LLC had funded $15,600 on~~ the ~~promissory~~share ~~note~~subscription receivable and ~~had~~ $~~284~~480,~~400~~428 ~~available for withdrawal. Due to the termination~~ of ~~the~~other ~~SVES~~offering ~~Business Combination, on May 15, 2024, the SVES Promissory Note is null and void~~costs.

OnFollowing ~~July~~the ~~15,~~closing ~~2024,~~of ~~the~~our ~~Company entered~~Initial ~~into~~Public aOffering, ~~promissory~~$146,625,000.00 ~~note~~from ~~(“Mazaii~~the ~~Note”)~~net ~~with~~proceeds ~~Mazaii~~of ~~Corp~~the ~~Ltd.~~sale ~~pursuant~~of tothe ~~which~~Units ~~Mazaii~~in ~~agreed~~our toInitial ~~loan~~Public ~~the~~Offering ~~Company~~and ~~an aggregate~~the ~~principal~~sale ~~amount~~ of upthe toPrivate ~~$250,000.~~Placement ~~The~~Units ~~Mazaii~~in ~~note~~the isPrivate ~~non-interest~~Placement ~~bearing~~was ~~and~~placed ~~payable~~in on the ~~date~~Trust onAccount ~~which~~maintained ~~the~~by ~~Company~~Continental, ~~consummates a~~as ~~Business Combination~~trustee. In ~~the~~connection ~~event~~with aour ~~Business~~2022 ~~Combination~~Special ~~Agreement~~Meeting isheld ~~not~~on ~~consummated~~December 21, ~~the~~2022, ~~Mazaii~~stockholders ~~note~~holding ~~shall~~14,221,705 bePublic ~~null~~Shares ~~and~~exercised ~~void~~their ~~and~~right ~~the Company~~to ~~shall~~redeem ~~not~~such ~~have~~shares ~~any~~for ~~obligation~~a topro ~~the~~rata ~~Payee~~portion ~~hereunder. The exclusivity period~~ of the ~~LOI~~funds ~~expired~~in onour ~~September~~Trust ~~12,~~Account. ~~2024~~As bya ~~which time~~result, ~~both~~approximately ~~parties~~$146 ~~had~~million ~~chosen~~(approximately to$10.29 ~~not~~per ~~proceed.~~Public AsShare) awas ~~result,~~removed from the ~~Mazaii~~Trust ~~Note~~Account ~~became~~to ~~null~~pay ~~and~~such ~~void~~holders.

~~The~~On ~~Company~~February 13, ~~will~~2024, ~~need to raise additional funds in order to meet~~ the ~~expenditures~~Company ~~required~~announced ~~for~~that ~~operating~~it ~~our~~had ~~business.~~extended ~~However, if our estimate of~~ the ~~costs~~date ofby ~~identifying a~~which ~~target~~it ~~business,~~has ~~undertaking~~to ~~in-depth~~consummate ~~due diligence and negotiating~~ a Business Combination ~~are~~from ~~less~~February 15, ~~than~~2024 ~~the actual amount necessary~~ to ~~do so~~February 15, we2025 ~~may~~(the ~~have~~“Combination ~~insufficient~~Period”). ~~funds~~In ~~available~~connection towith ~~operate~~the ~~our~~extension ~~business~~on ~~prior~~February 13, to2024, ~~our~~stockholders ~~Business~~holding ~~Combination. Moreover~~90,054 wePublic ~~may~~Shares ~~need~~exercised ~~to obtain~~their ~~additional~~right ~~financing either~~ to ~~complete~~redeem ~~our~~such ~~Business~~shares ~~Combination~~for ~~or because we become obligated to redeem~~ a ~~significant~~pro ~~number of~~rata ~~our~~portion ~~Public Shares upon consummation~~ of ~~our~~the ~~Business~~funds ~~Combination,~~ in ~~which~~the ~~case~~Company’s weTrust ~~may issue additional securities or incur debt in connection with such Business Combination~~Account. ~~Subject~~As toa ~~compliance with applicable securities laws~~result, weapproximately ~~would~~$1.02 ~~only~~million ~~complete~~(approximately ~~such financing simultaneously with the completion of our Business Combination~~$11.32 Ifper wePublic ~~are~~Share) ~~unable~~was toremoved ~~complete~~from ~~our~~the ~~Business~~Trust ~~Combination~~Account ~~because we do not have sufficient funds available~~ to ~~us,~~pay wesuch ~~will~~holders. beFollowing ~~forced to cease operations and liquidate~~ the ~~Trust Account. In addition~~redemptions, ~~following~~the ~~our Business~~Company ~~Combination,~~had ~~if cash on hand is insufficient~~63,241 wePublic ~~may~~Shares ~~need to obtain additional financing in order to meet our obligations~~outstanding.

~~Further~~On February 13, we2025, ~~have~~the ~~determined that~~Company ifheld wethe ~~are~~2025 ~~unable~~Meeting. toAt ~~complete~~the a2025 ~~Business~~Meeting, ~~Combination within~~ the ~~Combination~~Company’s ~~Period,~~stockholders ~~then~~approved wean ~~will~~amendment ~~(i)~~to ~~cease~~the ~~all~~Company’s ~~operations~~fourth ~~except~~amended ~~for the~~and ~~purpose~~restated certificate of ~~winding~~incorporation ~~up,~~ (~~ii)~~the as“Charter ~~promptly~~Amendment”) asto ~~reasonably~~extend ~~possible~~the ~~but~~date ~~not~~by ~~more~~which ~~than~~the ~~ten~~Company ~~business~~must ~~days~~consummate ~~thereafter,~~its ~~redeem~~initial ~~the~~business ~~Public~~combination ~~Shares~~from February 15, at a2025 ~~per-share~~to ~~price~~February 15, ~~payable~~2026 inor ~~cash~~such ~~and~~earlier ~~(iii)~~date as ~~promptly~~determined asby ~~reasonably~~the ~~possible~~Company’s ~~following~~board ~~such redemption, subject to the approval~~ of ~~our~~directors. ~~remaining~~In ~~stockholders~~connection ~~and~~with ~~our~~the ~~Board~~extension ofon ~~Directors~~February 13, ~~dissolve~~2025, ~~and~~stockholders ~~liquidate.~~holding ~~The~~753 ~~date~~Public ~~for~~Shares ~~mandatory~~exercised ~~liquidation~~their ~~and~~right ~~subsequent~~to ~~dissolution as~~redeem ~~well~~such asshares ~~our~~for ~~working~~a ~~capital~~pro ~~deficit~~rata ~~raise~~portion ~~substantial~~of ~~doubt~~the ~~about~~funds ~~our~~in ~~ability~~the toCompany’s ~~continue~~Trust ~~as a going concern~~Account. NoAs ~~adjustments~~a ~~have~~result, ~~been made~~approximately to$9,266 ~~the~~(approximately ~~carrying~~$12.31 ~~amounts~~per ofPublic ~~assets~~Share) orwas ~~liabilities~~removed ~~should~~from wethe beTrust ~~required~~Account to ~~liquidate~~pay ~~after~~such ~~the applicable extension date~~holders.

WeOn ~~pay~~February an12, ~~affiliate~~2026, of the ~~Sponsor~~ Company held a ~~total~~special meeting of ~~$10,000~~stockholders ~~per~~(the ~~month~~“February ~~for~~2026 ~~office~~Meeting”). ~~space~~At the February 2026 Meeting, ~~utilities~~the ~~and~~Company’s ~~secretarial~~stockholders approved an amendment to the Company’s fifth amended and ~~administrative~~restated ~~support,~~certificate ~~pursuant~~of incorporation (the “February 2026 Charter Amendment”) to extend the ~~Administrative Support~~date ~~Agreement.~~by ~~Upon~~which ~~completion~~the ofCompany ~~our~~must consummate its initial ~~Business~~business ~~Combination~~combination orfrom ~~our~~February ~~liquidation~~15, we2026 ~~will~~to ~~cease~~February ~~paying~~15, ~~these~~2027 ~~monthly~~or ~~fees~~such earlier date as determined by the Company’s the Board. ~~For~~ In connection with the ~~years~~February ~~ended~~2026 ~~December 31~~Meeting, ~~2023~~stockholders ~~and~~holding ~~2022~~6,587 weshares ~~incurred~~of ~~and~~Class ~~paid~~A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $~~120~~84,~~000~~172 ~~and~~(approximately $~~105~~12.77 per Public Share) was removed from the Trust Account to pay such holders. Following redemptions,~~000~~ ofthe ~~administrative~~Company ~~service~~has ~~fees~~55,901 Class A common stock outstanding.

~~Pursuant~~On toMarch 25, 2026, the ~~Business~~Company ~~Combination Marketing~~held ~~Agreement,~~a wespecial ~~engaged~~meeting ~~A.G.P.~~of asstockholders an(the ~~advisor~~“March in2026 ~~connection~~Meeting”). ~~with~~At the ~~Business~~March ~~Combination~~2026 toMeeting, ~~assist~~the usCompany’s instockholders ~~holding~~approved ~~meetings~~a ~~with our~~proposal ~~stockholders~~ to ~~discuss~~adopt and approve the ~~potential~~business ~~Business~~combination ~~Combination~~agreement, dated as of February 28, 2025 (as amended and ~~the~~restated ~~target~~on ~~business’~~October ~~attributes~~22, ~~introduce~~2025) usand a proposal to ~~potential~~amend ~~investors that~~the ~~are~~second ~~interested~~amended inand ~~purchasing~~restated ~~our~~certificate ~~securities~~of inincorporation ~~connection~~of ~~with~~the Company to eliminate the ~~initial~~requirement ~~Business~~that ~~Combination~~the Company, ~~and~~or ~~assist~~any usentity ~~with~~that ~~our~~succeeds ~~press~~the ~~releases and~~Company, retain at least $5,000,001 of net tangible assets following the redemption of public ~~filings~~shares in connection with the ~~Business~~business ~~Combination~~combination. WeIn ~~will~~connection ~~pay~~with ~~A.G.P.~~the a2026 ~~fee~~Meeting, instockholders ~~cash~~holding ~~for~~15,279 ~~such~~shares ~~services~~of ~~upon~~Class ~~the~~A ~~consummation of~~common ~~the~~stock ~~initial~~exercised ~~Business~~their ~~Combination~~right into anredeem ~~amount~~such ~~equal~~shares ~~to 3.5%~~for ofa ~~the~~pro ~~gross~~rata ~~proceeds~~portion of the ~~Initial~~funds ~~Public~~in ~~Offering~~the Company’s Trust Account. As a result, orapproximately $5192,~~031,250 in the~~821 ~~aggregate;~~(approximately ~~however,~~$12.62 noper ~~fee~~Public Share) will be ~~due~~removed iffrom wethe doTrust ~~not~~Account ~~complete~~immediately anprior ~~initial~~to ~~Business~~the ~~Combination~~closing of the business combination to pay such holders. Following redemptions, the Company will have 40,622 Public Shares outstanding.

22Following redemptions, the Company has 62,488 and 63,241 Public Shares outstanding as of December 31, 2025 and 2024, respectively.

InAs ~~connection with the Company’s assessment~~ of ~~going~~December ~~concern considerations in accordance with FASB ASC Topic 205-40~~31, ~~“Presentation~~2025 of Financial Statements—Going Concern,” the Company has until February 15, 2026 (absent any extensions of such period, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain whether the Company will be able to consummate the proposed Business Combination by this date. If a Business Combination is not consummated by this date, unless that time is extended (as provided above, or pursuant to a stockholder vote), there will be a mandatory liquidation and ~~subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation~~2024, ~~should~~approximately ~~a Business Combination not occur~~$794,299 and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate by February 15$769,267 ~~2026.~~remained ~~The~~in ~~Company intends to complete~~ the ~~proposed~~ ~~Business~~Trust ~~Combination before the end of the Combination Period. However~~Account, ~~there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period~~respectively.

~~Subsequent~~We ~~Events~~intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, to complete our initial Business Combination. We may withdraw interest to pay our taxes and liquidation expenses if we are unsuccessful in completing a Business Combination. We may pay our franchise taxes from funds from the Initial Public Offering held outside of the Trust Account or from interest earned on the funds held in the Trust Account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account reduced by our operating expense and franchise taxes. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Appointment of Directors~~19

OnTable ~~February 1, 2025 the Company appointed David Kane as a Director and Chair~~ of ~~the Audit Committee, and Jessica Assaf as a Director and Chair of the Compensation Committee.~~Contents

OnFurther, ~~February~~our 13Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, ~~2025~~but are not obligated to, ~~the Company~~loan ~~held~~us afunds ~~special~~as ~~meeting~~may ofbe ~~stockholders~~required ~~(the~~for ~~“2025~~Working ~~Meeting”)~~Capital Loans. AtIf ~~the~~we ~~2025~~complete ~~Meeting~~a Business Combination, we would repay the ~~Company’s~~Working ~~stockholders approved~~Capital anLoans ~~amendment~~out of the proceeds of the Trust Account released to us. Otherwise, the ~~Company’s~~Working ~~fourth~~Capital ~~amended~~Loans ~~and~~would ~~restated~~be ~~certificate~~repaid only out of ~~incorporation~~funds (held outside the ~~“Charter~~Trust ~~Amendment”) to~~Account. ~~extend~~In the ~~date~~event bythat ~~which~~a Business Combination does not close, we may use a portion of the ~~Company~~working ~~must~~capital ~~consummate~~held ~~its~~outside ~~initial~~the ~~business~~Trust ~~combination~~Account ~~from~~to ~~February~~repay 15the Working Capital Loans, ~~2025~~but no proceeds from the Trust Account would be used to ~~February~~repay 15the Working Capital Loans. Up to $1,500,000 ~~2026~~of or such ~~earlier~~Working ~~date~~Capital asLoans ~~determined~~may bybe ~~the~~convertible ~~Company’s~~into ~~board~~Units at a price of ~~directors~~$10.00 ~~The~~per ~~Company~~unit ~~filed~~at the ~~Charter~~option ~~Amendment~~of ~~with~~ the ~~Secretary of~~lender. ~~State~~The ofunits ~~the~~would ~~State~~be ofidentical ~~Delaware~~to onthe ~~February~~Private 17Placement Units. At December 31, 2025 and 2024, no such Working Capital Loans were outstanding.

InOn ~~connection~~August 10, ~~with~~2023, ~~the~~we ~~extension on~~issued ~~February~~the ~~13,~~SVES ~~2025,~~Promissory ~~stockholders~~Note to ~~holding~~SVES ~~753~~LLC ~~Public~~under ~~Shares~~which ~~exercised~~SVES ~~their~~LLC ~~right~~agreed to ~~redeem~~extend ~~such~~us ~~shares~~ $300,000 for aworking ~~pro~~capital ~~rata~~purposes. ~~portion~~The SVES Promissory Note is non-interest bearing and payable on the closing of the ~~funds~~ inSVES Business Combination. In the ~~Company’s~~event ~~Trust~~the ~~Account~~SVES Business Combination is not consummated, the SVES Promissory Note shall be null and void and we shall not have any obligation to the payee. As aof ~~result~~December 31, ~~approximately~~2023, SVES LLC had funded $715,~~530~~600 ~~(approximately~~on ~~$11.96~~the ~~per~~promissory ~~Public~~note ~~Share)~~and ~~was~~had ~~removed~~$284,400 ~~from the~~available ~~Trust~~for ~~Account~~withdrawal. Due to ~~pay~~the ~~such~~termination ~~holders~~of ~~and~~the ~~approximately~~SVES ~~$760~~Business Combination,~~000~~ ~~remained~~on inMay 15, 2024, the ~~Trust~~SVES ~~Account~~Promissory Note is null and void.

On ~~February~~ 28July 15, ~~2025~~2024, the Company entered into a ~~Business~~promissory ~~Combination~~note ~~Agreement~~ (~~the~~ “~~Business~~Mazaii ~~Combination Agreement~~Note”) ~~by and among (i) the Company (together~~ with ~~its~~Mazaii ~~successors, the “Purchaser”), (ii) Relativity Holdings Inc~~Corp Ltd., apursuant ~~Delaware~~to ~~corporation and~~which aMazaii ~~wholly~~agreed ~~owned~~to ~~subsidiary~~loan of the ~~Purchaser~~Company ~~(“Pubco”),~~an ~~(iii)~~aggregate ~~Relativity~~principal ~~Purchaser~~amount ~~Merger~~of ~~Sub~~up IIto ~~Inc.~~$250,000. aThe ~~company~~Mazaii tonote ~~be formed~~is innon-interest ~~the~~bearing ~~Cayman Islands~~ and apayable ~~wholly~~on ~~owned~~the ~~subsidiary~~date ofon ~~Pubco~~which (the ~~“Merger~~Company ~~Sub”~~consummates ~~and~~a ~~the~~Business ~~Merger~~Combination. ~~Sub,~~In ~~collectively with~~ the ~~Purchaser~~event ~~and~~a ~~Pubco,~~Business ~~the~~Combination ~~“Purchaser~~Agreement ~~Parties”),~~is ~~(iv)~~not ~~Instinct Brothers Co.~~consummated, ~~Ltd, a corporation organized under~~ the ~~laws of~~Mazaii ~~Japan~~note ~~(an~~shall ~~“Operating~~be ~~Company”~~null and ~~“Target~~void ~~Company”)~~ and ~~its~~the ~~shareholder~~Company (shall ~~“Seller”),~~not ~~(vi)~~have ~~Tomoki Nagano~~any ~~(“Founder”),~~obligation ~~(vii)~~to ~~Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in~~ the ~~capacity~~Payee ashereunder. ~~the representative~~The ~~from~~exclusivity ~~and~~period ~~after the Effective Time (as defined below) for the stockholders~~ of ~~Pubco (other than~~ the ~~Seller)~~LOI inexpired ~~accordance with~~on ~~the terms and conditions of this Agreement (the “Purchaser Representative”)~~September 12, ~~and~~2024 ~~(viii)~~by ~~Tomoki~~which ~~Nagano~~time inboth ~~the~~parties ~~capacity as~~had ~~the~~chosen ~~representative~~to ~~from~~not ~~and~~proceed. ~~after~~As ~~the~~a ~~date~~result, ~~hereof for~~ the ~~Seller~~Mazaii inNote became ~~accordance~~null ~~with the terms~~ and ~~conditions of this Agreement (the “Seller Representative”)~~void.

~~Promissory~~On January 24, 2025, the Company entered into a promissory note (“Instinct Note”) with Instinct Bio Technical Company Pte Ltd. (“Instinct”) pursuant to which Instinct agreed to loan the Company an aggregate principal amount of up to $400,000. The Instinct Note is non-interest bearing and payable on the date on which the Company consummates a Business Combination. In the event a Business Combination Agreement is not consummated, the Instinct Note shall be null and void and the Company shall not have any obligation to the Payee hereunder. As of December 31, 2025, the Company had an outstanding balance of $433,190 under the Instinct Note.

OnThe ~~January~~Company ~~24,~~will ~~2025~~need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the ~~Company entered~~costs ~~into~~of identifying a ~~promissory~~target ~~note~~business, ~~(“Instinct~~undertaking ~~Note”)~~in-depth ~~with~~due ~~Instinct~~diligence ~~Bio~~and ~~Technical~~negotiating ~~Company~~a ~~Pte~~Business ~~Ltd.~~Combination ~~(“Instinct”)~~are ~~pursuant to~~less ~~which~~than ~~Instinct~~the ~~agreed~~actual amount necessary to ~~loan~~do ~~the~~so, ~~Company~~we anmay ~~aggregate~~have ~~principal~~insufficient ~~amount~~funds ofavailable upto operate our business prior to ~~$400,000~~our Business Combination. ~~The~~Moreover, ~~Instinct~~we ~~Note~~may isneed ~~non-interest~~to ~~bearing and~~obtain ~~payable~~additional onfinancing ~~the~~either ~~date~~to oncomplete ~~which~~our ~~the~~Business ~~Company~~Combination ~~consummates~~or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination., Inin ~~the~~which ~~event~~case awe may issue additional securities or incur debt in connection with such Business Combination. ~~Agreement~~Subject isto ~~not consummated~~compliance with applicable securities laws, we would only complete such financing simultaneously with the ~~Instinct~~completion ~~Note~~of ~~shall~~our beBusiness ~~null~~Combination. ~~and~~If ~~void~~we ~~and~~are ~~the~~unable ~~Company~~to ~~shall~~complete our Business Combination because we do not have ~~any~~sufficient ~~obligation~~funds available to ~~Instinct~~us, ~~hereunder.~~we Aswill ofbe ~~the~~forced ~~date of~~to cease operations and liquidate the ~~issuance~~Trust ofAccount. ~~this~~In ~~Quarterly~~addition, ~~Report~~following our Business Combination, ~~$175~~if cash on hand is insufficient,~~000~~ ~~has~~we ~~been~~may ~~funded~~need to ~~the~~obtain ~~Company~~additional financing in order to meet our obligations.

~~Emerging~~Further, ~~Growth~~we ~~Company~~have ~~Status~~determined that if we are unable to complete a Business Combination within the Combination Period, then we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate. The date for mandatory liquidation and subsequent dissolution as well as our working capital deficit raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the applicable extension date.

We ~~are~~pay an ~~“emerging growth~~affiliate ~~company,”~~of asthe ~~defined~~Sponsor ~~in Section 2(~~a) total of ~~the Securities Act~~$10,000 asper ~~modified~~month byfor ~~the~~office ~~JOBS Act~~space, utilities and wesecretarial ~~may~~and ~~take~~administrative ~~advantage~~support, ofpursuant ~~certain exemptions~~to ~~from~~the ~~various~~Administrative ~~reporting~~Support ~~requirements~~Agreement. ~~that~~Upon ~~are~~completion ~~applicable~~of toour ~~other~~initial ~~public~~Business ~~companies~~Combination ~~that~~or ~~are~~our ~~not~~liquidation, ~~emerging~~we ~~growth~~will ~~companies~~cease ~~including, but~~paying ~~not~~these ~~limited~~monthly ~~to,~~fees. ~~not~~For ~~being~~the ~~required~~year toended ~~comply~~December ~~with~~31, 2025, the ~~auditor~~Company ~~attestation~~incurred ~~requirements~~$120,000 of ~~Section~~administrative ~~404~~service offees, ~~the~~and ~~Sarbanes-Oxley Act~~$245,000 ~~reduced disclosure~~payable ~~obligations~~recoded ~~regarding~~as ~~executive~~accrued ~~compensation~~costs inand ~~our~~expenses ~~periodic~~on ~~reports~~the ~~and~~accompanying ~~proxy~~condensed ~~statements,~~consolidated ~~and~~balance ~~exemptions~~sheets. ~~from~~For the ~~requirements of~~year ~~holding~~ended aDecember ~~nonbinding~~31, ~~advisory~~2024, ~~vote~~the onCompany ~~executive~~incurred ~~compensation~~ and ~~stockholder~~paid ~~approval~~$120,000 of ~~any~~administrative ~~golden~~service ~~parachute payments not previously approved~~fees.

2320

~~Further,~~Table ~~Section 102(b)(1)~~ of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we as an emerging growth company can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Contents

~~Critical~~In ~~Accounting Estimates~~connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” the Company has until February 15, 2027 (absent any extensions of such period, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain whether the Company will be able to consummate the proposed Business Combination by this date. If a Business Combination is not consummated by this date, unless that time is extended (as provided above, or pursuant to a stockholder vote), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate by February 15, 2027. The Company intends to complete the proposed Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

~~This~~Emerging ~~Management’s~~Growth ~~Discussion and~~Company Analysis of our Financial Condition and Results of Operations is based on our financial statements and the notes thereto contained elsewhere in this Report, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.Status

~~Making~~We ~~estimates~~are ~~requires Management~~an to“emerging ~~exercise~~growth ~~significant~~company,” ~~judgment.~~as Itdefined isin atSection 2(a) of ~~least~~the ~~reasonably~~Securities ~~possible~~Act, ~~that~~as ~~the~~modified ~~estimate~~by of the ~~effect~~JOBS ofAct, aand ~~condition,~~we ~~situation or~~may ~~set~~take advantage of ~~circumstances~~certain ~~that~~exemptions ~~existed~~from atvarious ~~the~~reporting ~~date~~requirements ofthat ~~the~~are ~~financial~~applicable ~~statements,~~to ~~which~~other ~~Management~~public ~~considered~~companies inthat ~~formulating~~are ~~its~~not ~~estimate, could~~emerging ~~change~~growth incompanies ~~the~~including, ~~near~~but ~~term~~not ~~due~~limited to, ~~one~~not orbeing ~~more~~required ~~future~~to ~~confirming~~comply ~~events.~~with ~~Accordingly,~~ the ~~actual~~auditor ~~results~~attestation ~~could~~requirements ~~differ~~of ~~significantly from~~Section 404 ~~those~~of ~~estimates.~~the WeSarbanes-Oxley ~~determined~~Act, ~~the~~reduced ~~more~~disclosure ~~significant~~obligations ~~accounting~~regarding ~~estimates~~executive ~~included~~compensation in our ~~financial~~periodic reports and proxy statements, isand exemptions from the ~~determination~~ requirements of ~~the~~holding ~~fair~~a ~~value~~nonbinding advisory vote on executive compensation and stockholder approval of ~~derivative~~any ~~financial~~golden ~~instruments~~parachute payments not previously approved.

~~Derivative~~Further, ~~Financial~~Section 102(b)(1) of ~~Instruments~~the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we as an emerging growth company can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

WeCritical ~~evaluate~~Accounting our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, such as our Warrants, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations contained elsewhere in this Report. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.Estimates

~~The~~This ~~valuation~~Management’s ofDiscussion ~~our~~and ~~Public Warrants~~Analysis isof ~~based~~our onFinancial aCondition ~~traded~~and ~~market.~~Results ~~Our~~of ~~Private~~Operations ~~Placement~~is ~~Warrants~~based ~~are~~on ~~valued~~our ~~using~~financial astatements ~~Monte~~and ~~Carlo~~the ~~options~~notes ~~pricing~~thereto ~~model~~contained ~~which~~elsewhere ~~utilizes assumptions~~in ~~related~~this ~~to expected stock-price volatility~~Report, ~~expected~~which ~~life,~~have ~~risk-free~~been ~~interest~~prepared ~~rate~~in ~~and~~accordance ~~dividend~~with ~~yield~~U.S. WeGAAP. ~~estimate~~The ~~the~~preparation ~~volatility~~ of our ~~Common~~consolidated ~~Stock~~financial ~~based~~statements onin ~~projected~~conformity ~~volatility~~with ~~of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the~~ U.S. ~~treasury~~GAAP ~~zero-coupon~~requires ~~yield~~Management ~~curve~~to onmake ~~the~~estimates ~~grant~~and ~~date~~assumptions ~~for~~that aaffect ~~maturity similar to~~ the ~~expected remaining~~reported ~~life~~amounts of ~~the~~assets ~~warrants.~~and ~~The~~liabilities ~~expected~~and ~~life~~disclosure of ~~the~~contingent ~~Warrants~~assets isand ~~based~~liabilities onat ~~Management assumptions regarding~~ the ~~timing~~date ~~and likelihood~~ of ~~completing~~the aconsolidated ~~Business~~financial ~~Combination.~~statements ~~The~~and ~~dividend~~the ~~rate~~reported isamounts ~~based~~of onexpenses during the ~~historical~~reporting ~~rate,~~period. ~~which~~Actual weresults ~~anticipate~~could todiffer ~~remain~~from atthose ~~zero~~estimates.

~~The~~Making estimates ~~used~~requires Management to ~~calculate~~ exercise significant judgment. It is at least reasonably possible that the ~~fair~~estimate ~~value~~of the effect of ~~our~~a ~~derivative~~condition, ~~assets~~situation ~~and~~or ~~liabilities~~set ~~change~~of atcircumstances ~~each~~that ~~balance~~existed ~~sheet~~at the date ~~based~~of onthe ~~our~~financial ~~stock~~statements, ~~price~~which ~~and~~Management ~~other~~considered ~~assumptions described~~in ~~above.~~formulating Ifits ~~our~~estimate, ~~assumptions~~could change orin wethe ~~experience~~near ~~significant~~term ~~volatility~~due into ~~our~~one ~~stock~~or ~~price~~more orfuture ~~interest~~confirming ~~rates~~events. Accordingly, the ~~fair~~actual ~~value calculated~~results could differ significantly from ~~one~~those ~~balance~~estimates. ~~sheet~~We ~~period~~determined tothe more significant accounting estimates included in our financial statements is the ~~next~~determination ~~could~~of bethe ~~materially~~fair ~~different~~value of derivative financial instruments.

24Derivative Financial Instruments

~~Recent~~We ~~Accounting~~evaluate ~~Standards~~our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, such as our Warrants, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations contained elsewhere in this Report. The classification of derivative instruments, including whether such condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.21

InTable November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments will be applied retrospectively to all prior periods presented in the accompanying financial statements. The adoption of ~~ASU 2023-07 has not had a material impact on the Company’s financial statements and disclosures.~~Contents

InThe ~~August~~valuation ~~2020,~~of ~~Financial Accounting~~our ~~Standards~~Public ~~Board~~Warrants ~~(“FASB”)~~is ~~issued~~based ~~Accounting~~on ~~Standards~~a ~~Update~~traded ~~(“ASU”)~~market. ~~2020-06,~~Our ~~“Debt~~Private —Placement ~~Debt with~~Warrants ~~Conversion~~are ~~and~~valued ~~Other~~using ~~Options”~~a ~~(Subtopic~~Monte ~~470-20),~~Carlo ~~and~~options ~~“Derivatives~~pricing ~~and~~model ~~Hedging~~which —utilizes ~~Contracts~~assumptions inrelated ~~Entity’s~~to ~~Own Equity”~~expected ~~(Subtopic 815~~stock-~~40)~~price ~~(“ASU~~volatility, ~~2020-06”)~~expected tolife, ~~simplify~~risk-free ~~accounting~~interest ~~for~~rate ~~certain~~and ~~financial~~dividend ~~instruments~~yield. ~~ASU~~We ~~2020-06~~estimate ~~eliminates~~ the ~~current~~volatility ~~models~~of ~~that~~our ~~require~~Common ~~separation~~Stock ofbased ~~beneficial~~on ~~conversion~~projected ~~and~~volatility ~~cash~~of ~~conversion~~comparable ~~features~~public ~~from~~companies ~~convertible~~that ~~instruments~~matches ~~and simplifies~~ the ~~derivative~~expected ~~scope~~remaining ~~exception~~life ~~guidance pertaining to equity classification~~ of ~~contracts~~the ~~in an entity’s own equity~~warrants. The ~~new~~risk-free ~~standard also~~interest ~~introduces~~rate ~~additional~~is ~~disclosures~~based ~~for~~on ~~convertible~~the ~~debt and freestanding instruments that are indexed to and settled in an entity’s own equity~~U.S. ~~ASU~~treasury ~~2020~~zero-06coupon ~~amends~~yield ~~the~~curve ~~diluted~~on ~~earnings~~the ~~per~~grant ~~share~~date ~~guidance,~~for ~~including~~a ~~the~~maturity ~~requirement~~similar to ~~use~~ the ~~if-converted~~expected ~~method~~remaining ~~for~~life ~~all convertible~~of ~~instruments~~the warrants. ~~ASU~~The ~~2020-06~~expected islife ~~effective~~of ~~for~~the ~~fiscal~~Warrants ~~years~~is ~~beginning~~based ~~after~~on ~~December~~Management ~~15,~~assumptions ~~2023,~~regarding ~~including~~the ~~interim~~timing ~~periods~~and ~~within those~~likelihood ~~fiscal~~of ~~years,~~completing ~~with~~a ~~early~~Business ~~adoption permitted~~Combination. WeThe ~~adopted~~dividend ~~ASU~~rate ~~2020-06~~is ~~effective~~based ason ofthe ~~April~~historical 13rate, ~~2021.~~which ~~That~~we ~~adoption~~anticipate ofto ~~ASU~~remain ~~2020-06 did~~at ~~not have an impact on our consolidated financial statements~~zero.

InThe ~~June~~estimates ~~2016,~~used ~~the~~to ~~FASB~~calculate ~~issued ASU~~the ~~No.~~fair ~~2016-13,~~value ~~“Financial Instruments - Credit Losses (Topic 326): Measurement~~ of ~~Credit~~our ~~Losses~~derivative ~~on Financial Instruments” (“ASU 2016-13”). This update requires financial~~ assets ~~measured~~and atliabilities ~~amortized~~change ~~cost basis to be presented~~ at ~~the~~each ~~net~~balance ~~amount expected~~sheet todate ~~be collected. The measurement of expected credit losses is~~ based on ~~relevant~~our ~~information~~stock ~~about~~price ~~past~~and ~~events,~~other ~~including~~assumptions ~~historical experience,~~described ~~current~~above. ~~conditions,~~If ~~and~~our ~~reasonable~~assumptions ~~and~~change ~~supportable~~or ~~forecasts~~we ~~that~~experience ~~affect~~significant ~~the~~volatility ~~collectability~~in ofour ~~the~~stock ~~reported~~price ~~amount.~~or ~~Since June~~interest ~~2016~~rates, the ~~FASB~~fair ~~issued~~value ~~clarifying~~calculated ~~updates~~from toone ~~the~~balance ~~new~~sheet ~~standard~~period ~~including~~to ~~changing~~ the ~~effective~~next ~~date~~could ~~for~~be ~~smaller~~materially ~~reporting companies~~different. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements.

~~Management~~Recent ~~does~~Accounting ~~not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial statements.~~Standards

~~Off-Balance~~Management ~~Sheet~~does ~~Arrangements~~not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial statements.

~~As of December 31, 2023 and 2022, we did not have any off~~Off-~~balance~~Balance ~~sheet~~Sheet ~~arrangements.~~Arrangements

~~Item~~As ~~7A.~~of ~~Quantitative~~December 31, ~~and~~2025, ~~Qualitative~~we ~~Disclosures~~did ~~about~~not ~~Market~~have ~~Risk~~any off-balance sheet arrangements.

WeItem 7A. ~~are~~Quantitative ~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act~~ and ~~are~~Qualitative ~~not~~Disclosures ~~required~~about toMarket ~~provide the information otherwise required under this Item~~Risk.

25We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 8. Consolidated Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-25 comprising a portion of this Report, which are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our ~~management~~Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not ~~operating~~effective ~~effectively~~ as of the end of the period ~~covered~~ended byDecember ~~this~~31, ~~report~~2025 due to a material weakness for the failure to timely close our books and records for each fiscal period, ~~and~~ our failure to timely file of regulatory filings and because of a material weakness in our internal control over financial reporting related to the adequate review of our statements of cash flows.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.22

~~Management’s~~Table ~~Annual~~of ~~Report on Internal Controls over Financial Reporting~~Contents

~~As required~~We bydo ~~SEC~~not ~~rules~~expect that our disclosure controls and ~~regulations~~procedures ~~implementing~~will ~~Section~~prevent ~~404~~all errors and all instances of ~~the~~fraud. ~~Sarbanes-Oxley~~Disclosure ~~Act~~controls and procedures, ~~our~~no ~~Management~~matter ishow ~~responsible~~well ~~for~~conceived ~~establishing~~ and ~~maintaining~~operated, ~~adequate~~can ~~internal~~provide ~~control~~only ~~over~~reasonable, ~~financial~~not ~~reporting.~~absolute, ~~Our~~assurance ~~internal~~that ~~control~~the ~~over~~objectives ~~financial~~of ~~reporting~~the isdisclosure ~~designed~~controls toand ~~provide reasonable~~procedures ~~assurance~~are ~~regarding~~met. Further, the ~~reliability~~design of ~~financial~~disclosure ~~reporting~~controls and procedures must reflect the ~~preparation~~fact ofthat ~~our~~there ~~consolidated~~are ~~financial~~resource ~~statements~~constraints, ~~for external~~and ~~reporting~~the ~~purposes~~benefits inmust ~~accordance~~be ~~with~~considered ~~GAAP~~relative to their costs. ~~Our~~Because ~~internal~~of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control ~~over~~deficiencies ~~financial~~and ~~reporting~~instances ~~includes~~of ~~those~~fraud, ~~policies~~if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that: any design will succeed in achieving its stated goals under all potential future conditions.

	(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company,
	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and
	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Management’s Annual Report on Internal Controls over Financial Reporting

26As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

~~Because of~~(1) ~~its~~pertain inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to ~~future periods are subject to~~ the ~~risk that~~maintenance ~~controls may become inadequate because~~ of ~~changes~~records ~~in conditions, or~~ that ~~the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31~~, ~~2024.~~in Inreasonable ~~making these assessments~~detail, ~~Management~~accurately ~~used~~and ~~the~~fairly ~~criteria~~reflect ~~set forth by~~ the ~~Committee~~transactions ofand ~~Sponsoring~~dispositions ~~Organizations~~ of the ~~Treadway~~ ~~Commission~~assets (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, Management determined that we did not maintain effective internal control over financial reporting as of ~~December 31, 2024 due to a material weakness for the failure to timely close~~ our ~~books and records for each fiscal period and our failure to timely file of regulatory filings.~~company,

~~We do~~(2) ~~not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can~~ provide ~~only~~ reasonable, ~~not absolute,~~ assurance that ~~the~~transactions ~~objectives of the disclosure controls and procedures~~ are ~~met.~~recorded ~~Further,~~as ~~the~~necessary ~~design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative~~ to ~~their~~permit ~~costs.~~preparation ~~Because~~ of ~~the~~consolidated ~~inherent~~financial ~~limitations~~statements in ~~all~~accordance ~~disclosure controls~~with ~~and procedures~~GAAP, ~~no evaluation of disclosure controls~~ and ~~procedures can provide absolute assurance~~ that ~~we have detected all~~ our ~~control~~receipts ~~deficiencies~~ and ~~instances~~expenditures ofare ~~fraud,~~being ifmade ~~any.~~only ~~The~~in ~~design~~accordance ofwith ~~disclosure~~authorizations ~~controls and procedures also is based partly on certain assumptions about the likelihood~~ of ~~future~~our ~~events,~~management and ~~there~~directors, ~~can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.~~and

~~This Report~~(3) ~~does~~provide ~~not~~reasonable ~~include~~assurance anregarding ~~attestation~~prevention ~~report~~or oftimely ~~our~~detection ~~internal~~of ~~controls~~unauthorized ~~from~~acquisition, ~~our~~use ~~independent~~or ~~registered~~disposition ~~public~~of ~~accounting~~our ~~firm~~assets ~~due~~that tocould ~~our status~~have asa anmaterial ~~emerging~~effect ~~growth~~on ~~company under~~ the ~~JOBS~~consolidated ~~Act~~financial statements.

~~Changes~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over ~~Financial Reporting~~financial reporting as of December 31, 2025.

~~There~~Management ~~have~~has ~~been~~implemented noremediation ~~changes~~ steps to improve our internal control over financial reporting. ~~during~~Specifically, ~~the~~we ~~fiscal~~expanded ~~quarter~~and ~~ended~~improved ~~December~~our ~~31,~~review ~~2024~~process ~~that~~for ~~materially~~complex ~~affected,~~securities orand ~~are~~related ~~reasonably likely~~accounting standards. We plan to ~~materially~~further ~~affect~~improve this process by enhancing access to accounting literature, ~~our~~identification ~~internal~~of ~~control~~third-party ~~over~~professionals ~~financial~~with ~~reporting~~whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

~~Item~~This ~~9B.~~Annual ~~Other~~Report ~~Information~~on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

~~None.~~Changes in Internal Control over Financial Reporting

~~Item~~There ~~9C.~~have ~~Disclosure~~been ~~Regarding~~no ~~Foreign~~changes ~~Jurisdictions~~to our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that ~~Prevent~~materially ~~Inspections~~affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Not~~Item 9B. ~~applicable~~Other Information.

27None.

~~PART~~Item 9C. ~~III~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

~~Item~~Not 10applicable. ~~Directors, Executive Officers and Corporate Governance.~~

~~Directors and Executive Officers~~

~~As of the date of this Report, our directors and officers are as follows:~~23

Name	Age	Position
Tarek Tabsh	38	Chief Executive Officer and Chairman
Steven Berg	60	Chief Financial Officer
Emily Paxhia	42	Director
Francis Knuettel II	58	Director

Table of Contents

~~The experience of our directors and executive officers is as follows:~~PART III

~~Tarek K.~~Item Tabsh, our Chief Executive Officer and Chairman since inception, is an entrepreneur, operator, and strategic investor with over 20 years of experience building and scaling innovative businesses at the intersection of regulation, science, and frontier growth sectors10. ~~He is the co-founder of Hoplite Systems Inc.~~Directors, aExecutive ~~defense~~Officers ~~technology company developing advanced, autonomous tactical systems aligned with U.S. Department of Defense priorities, supported by a world-class team of leaders in unmanned systems~~ and ~~defense~~Corporate ~~innovation~~Governance.

HeDirectors ~~co-founded~~ and ~~guided~~Executive the initial vision for Oxford Cannabinoid Technologies, a UK-based pharmaceutical company developing therapies that target the endocannabinoid system, in partnership with Oxford University. He secured institutional investment from one of the world’s largest tobacco companies—validating the commercial potential of emerging science in tightly regulated environments.Officers

InAs ~~2016,~~of ~~Mr.~~the ~~Tabsh~~date ~~also~~of ~~co-founded Province~~this ~~Brands~~Report, aour ~~disruptive,~~directors ~~premium beverage technology company in Ontario, Canada,~~ and ~~helped~~officers ~~create~~are ~~the world’s first cannabis/hemp brewery,~~ as well as a new brewing tradition with a patented technology designed to enable the world’s first beverage fermented from the hemp plant rather than barley or grain. Mr. Tabsh worked to develop the recipes, methods, processes and intellectual property for development. From 2016 to 2018, Mr. Tabsh founded the New Amsterdam Naturals medical clinic/dispensary and brand in Las Vegas, a brand that has won over 25 industry awards, including High Times’ World and U.S., and California Medical Cannabis Cups.follows:

Mr. Tabsh has also advised licensed therapeutic producers and pharmaceutical operators across the European Union, while building a portfolio of recognized brands and IP assets. For all of Mr. Tabsh’s medical facility developments, he has a deep commitment to improving his community. For his efforts in revitalizing the Las Vegas Downtown District, Mr. Tabsh was awarded a Nevada State Senate Certificate of Appreciation. His medical facility was also showcased in the European Union Parliament as a model for the responsible medical product dispensing. He previously served on the ArcView Selection Committee, where he evaluated companies for presentation to the world’s largest investor network focused on frontier markets. His consistent ability to identify high-potential opportunities, navigate legislative complexity, and scale businesses earned him recognition as one of High Times’ Top 100 Most Influential Entrepreneurs in both 2018 and 2019.


Name	Age		Position
Tarek Tabsh	40		Chief Executive Officer and Chairman
Steven Berg	61		Chief Financial Officer
Jessica Assaf	35		Director
David Kane	62		Director

Mr. Tabsh completed his graduate education program through a multidisciplinary approach, spanning the Harvard Business School, the Harvard School of Engineering and Applied Sciences, and the Massachusetts Institute of Technology (MIT) Sloan School of Management, with a focus on innovation-driven entrepreneurship.He brings to the Relativity board a proven track record of innovation, regulatory insight, and disciplined leadership—positioning him to lead M&A initiatives across life sciences, defense, cybersecurity, technology, and healthcare with institutional rigor and long-term value creation at the core.

28The experience of our directors and executive officers is as follows:

~~Steven~~Tarek ~~Berg~~K. Tabsh, our Chief ~~Financial~~Executive Officer ~~since~~and ~~January 2022, is~~Chairman asince ~~business leader with over 30 years’ experience spanning investment banking to building prominent companies in the cannabis industry. He has leveraged his background in strategy~~inception, ~~capital raising and finance to build some of the most successful brands in cannabis. Mr. Berg~~ is ~~passionate~~an ~~about creating sustainable value through innovative strategy~~entrepreneur, ~~execution via best practices~~operator, and ~~high~~strategic ~~ethical~~investor ~~standards~~with ~~for~~over ~~the~~20 years ~~benefit~~ of ~~all~~experience ~~enterprise~~building ~~stakeholders. From September 2021 until October 2022, Mr. Berg served as the Chief Financial Officer~~ and ~~Secretary~~scaling ~~and~~innovative abusinesses ~~member~~at of the ~~board~~intersection of ~~directors of Triangle 9 Real Estate~~regulation, ~~Inc. Mr. Berg’s key professional accomplishments have been achieved in executive roles at consumer products and financial companies. Mr. Berg most recently was CEO of NWT Holdings~~science, ~~LLC (dba Firefly Vapor), from June 2017 to December 2019, a leader in cannabis vaporization technology~~ and ~~consumer~~frontier ~~products. After taking the helm of the innovative startup company in 2017, Mr. Berg streamlined operations and managed new product development to position for~~ growth. ~~To scale the brand, he then successfully negotiated and executed the acquisition of Firefly by SLANG Worldwide as an integral component to SLANG’s IPO on the Canadian Stock Exchange~~sectors. ~~Prior~~ toHe ~~Firefly,~~is ~~Mr. Berg was~~ the ~~CFO~~co-founder of ~~NWT~~Hoplite ~~Holdings,~~ Systems Inc. ~~(dba O.penVAPE/Organa Brands~~, ~~from December 2013 to June 2016),~~ a ~~Colorado~~defense ~~pioneer~~technology incompany ~~cannabis~~developing ~~vaporization and oil extraction products. In addition to managing corporate finances and strategic initiatives~~advanced, he ~~drove~~autonomous ~~brand~~tactical ~~expansion~~systems ~~into~~aligned ~~multiple~~with ~~new state markets through recruitment of new operational partners and structuring license agreements~~U. ~~Prior to O~~S.~~penVAPE,~~ ~~Mr. Berg~~Department ~~was a founding partner~~ of ~~the~~Defense ~~ArcView Group’s ArcView Investor Network (May 2011 — November 2013)~~priorities, ~~the~~ ~~cannabis~~supported ~~industry’s~~by ~~first~~a ~~private investor network. ArcView has raised over $300 million in funding for startup entrepreneurs, venture and growth~~world-~~stage companies.~~class Heteam conceived the network structure, engineered initial operations, and recruited charter investor members that built the foundation for ArcView’s success. Before entering the legal cannabis arena, Mr. Berg worked as an investment banker for major financial firms. He served as a Managing Director in the Capital Markets Group at Wells Fargo Bank in San Francisco, focusing on structured and derivatives transactions in corporate finance and developing multiple new funding and risk management products. He previously was with Union Bank of ~~Switzerland~~leaders ~~and BNP Paribas~~ in ~~New York,~~unmanned ~~where~~systems ~~he worked in business combinations~~ and ~~acquisitions, as~~defense ~~well as in derivatives trading and risk management functions in the capital markets~~innovation. ~~Mr. Berg holds an M.B.A. from New York University Stern School of Business, and an undergraduate degree in Finance and Accounting from San Francisco State University.~~

~~Emily~~He ~~Paxhia, our director since February 2022, has served as a~~ co-~~founder~~ founded and ~~managing~~guided ~~director~~the ofinitial ~~Poseidon~~vision ~~Investment~~for ~~Management,~~Oxford ~~LLC~~Cannabinoid ~~(“Poseidon”)~~Technologies, a ~~cannabis~~UK-~~focused hedge~~based ~~fund,~~pharmaceutical ~~since~~company ~~October 2013.~~developing ~~During~~therapies ~~her~~that ~~time~~target atthe ~~Poseidon~~endocannabinoid system, ~~Ms. Paxhia has worked with numerous cannabis companies~~ in anpartnership ~~advisory and investment capacity. Ms. Paxhia has served as a director of Athletes for CARE, a nonprofit organization that works~~ with ~~retired~~Oxford ~~professional athletes to research and advocate on behalf of important health issues, since March 2018~~University. ~~Ms.~~He ~~Paxhia served~~secured asinstitutional ~~director~~investment ~~and~~from ~~Chair~~one of the ~~Compensation &~~world’s ~~Governance~~largest ~~Committee~~tobacco ~~for Ascend Wellness Holdings (OTCQX: AAAWH) from September 2018 until November 2022. Ms. Paxhia also holds board seats with a number of private portfolio~~ companies,—validating ~~including: Headset (February 2016 to present) and Flowhub (January 2015 to present) and served on~~ the ~~board~~commercial ofpotential ~~Respira Technologies (December 2017 to May 2022). Previously, Ms. Paxhia served on the Board~~ of ~~Directors~~emerging ofscience ~~the Marijuana Policy Project, a nonprofit advocacy group that advocates on behalf of marijuana-related policy reform, from May 2016 to December 2016. Ms. Paxhia received a B.A.~~ in ~~Psychology~~tightly ~~from~~regulated ~~Skidmore College and received an M~~environments.~~A. in Psychology from New York University. Ms. Paxhia is well-qualified to serve on the Board due to her substantial experience with respect to public and private companies.~~

~~Francis~~In ~~Knuettel II~~2016, ~~our director~~ ~~since February 2022, is the Chief Executive Officer (since August 2023) and Chief Financial Officer (since July 2022) of Chromocell Therapeutics Corporation~~Mr. Tabsh He also ~~currently~~co-founded ~~manages~~Province ~~Camden Capital LLC (since December 2011)~~Brands, where he provides baord services and fractional and interim executive services for other companies, including as Chief Financial Officer of OceanTech Acquisition Corp. (Nasdaq: OTEC) since March 2023, Chief Financial Officer of Semper Paratus Acquisition Corp. (Nasdaq: LGST) May 2023 through February 2024. Previously, Mr. Knuettel served as the Chief Executive Officer and a ~~director of Unrivaled Brands~~disruptive, ~~Inc.~~premium ~~(OTCQX:UNRV),~~beverage atechnology ~~vertically integrated~~ company ~~focused~~ ~~on the cannabis sector with operations~~ in ~~California and Nevada~~Ontario, ~~from December 2020 to April 2022. Mr. Knuettel was Director of Capital and Advisory at Viridian Capital Advisors from June 2020 to January 2021~~Canada, following the sale but prior to the close of the acquisition of One Cannabis Group (“OCG”), by Item 9 Labs Corp. (OTCQX: INLB). Mr. Knuettel was the Chief Financial Officer of OCG from June 2019 to January 2021. Prior to joining OCG, Mr. Knuettel was Chief Financial Officer at MJardin, a Denver-based cannabis cultivation and ~~dispensary~~helped ~~management~~create ~~company, from August 2018 to June 2019 where he led~~ the ~~company~~world’s ~~IPO~~first oncannabis/hemp ~~the Canadian Securities Exchange. Following the IPO~~brewery, ~~Mr.~~as ~~Knuettel~~well ~~managed~~as ~~MJardin’s~~a ~~business~~new ~~combination~~brewing tradition with ~~GrowForce,~~ a ~~Toronto-based~~patented ~~cannabis~~technology ~~cultivator,~~designed ~~after which he moved over~~ to ~~the~~enable ~~Chief Strategy Officer role (January 2019 to June 2019). In his role as Chief Strategy Officer, he managed~~ the ~~acquisition~~world’s offirst ~~several~~beverage ~~private~~fermented ~~companies~~from ~~before recommending and executing~~ the ~~consolidation~~hemp ofplant ~~management~~rather ~~and~~than ~~other~~barley ~~operations~~or ~~to Toronto and the closure of the executive office in Denver~~grain. ~~From April to August 2018,~~ Mr. Tabsh ~~Knuettel~~worked ~~served~~to asdevelop ~~Chief~~the ~~Financial Officer of Aqua Metals~~recipes, ~~Inc. (NASDAQ: AQMS)~~methods, anprocesses ~~advanced~~and ~~materials~~intellectual ~~firm~~property ~~that~~for ~~developed technology in battery recycling~~development. ~~Prior~~From to2016 ~~that, from April 2014~~ to ~~April,~~ 2018, Mr. Tabsh ~~Knuettel~~founded ~~served~~the asNew ~~Chief~~Amsterdam ~~Financial~~Naturals ~~Officer~~medical atclinic/dispensary ~~Marathon~~and ~~Patent~~brand ~~Group,~~in ~~Inc.~~Las ~~(NASDAQ: MARA)~~Vegas, a ~~patent~~brand ~~enforcement and~~that ~~licensing~~has ~~company.~~won ~~Mr.~~over ~~Knuettel~~25 ~~holds~~industry ~~numerous board positions at both public and private companies~~awards, including ~~ECOM~~High ~~Medical, Inc., a developer of endotracheal patient monitoring systems, since July 2019 (where he is the chair of the company~~Times’s ~~audit~~World committee). Mr. Knuettel also served on the board of Murphy Canyon Acquisition Corp. (Nasdaq: MURF), a special purpose acquisition company (February 2022 to September 2023). Mr. Knuettel previously served on the Board of Directors of Sanatio BioScience Corp., an early-stage antiviral platform, from September 2020 to September 2022 (where he was the chair of the company’s audit committee). Mr. Knuettel graduated cum laude from Tufts University with a B.A. degree in Economics and ~~from The Wharton School of Business at the University of Pennsylvania with an MBA in Finance and Entrepreneurial Management~~U. MrS. ~~Knuettel is well-qualified to serve on the Board due to his experience working with and advising public and private companies on financial management and controls~~, ~~M&A, capital markets transactions~~ and ~~operating and~~California ~~financial~~Medical ~~restructurings,~~Cannabis ~~as well as his knowledge of the cannabis industry~~Cups.

~~Family~~Mr. Tabsh ~~Relationships~~has also advised licensed therapeutic producers and pharmaceutical operators across the European Union, while building a portfolio of recognized brands and IP assets. For all of Mr. Tabsh’s medical facility developments, he has a deep commitment to improving his community. For his efforts in revitalizing the Las Vegas Downtown District, Mr. Tabsh was awarded a Nevada State Senate Certificate of Appreciation. His medical facility was also showcased in the European Union Parliament as a model for the responsible medical product dispensing. He previously served on the ArcView Selection Committee, where he evaluated companies for presentation to the world’s largest investor network focused on frontier markets. His consistent ability to identify high-potential opportunities, navigate legislative complexity, and scale businesses earned him recognition as one of High Times’ Top 100 Most Influential Entrepreneurs in both 2018 and 2019.

NoMr. Tabsh ~~family~~completed ~~relationships exist~~his ~~between~~graduate ~~any~~education program through a multidisciplinary approach, spanning the Harvard Business School, the Harvard School of ~~our~~Engineering ~~directors~~and orApplied ~~executive~~Sciences, ~~officers~~and the Massachusetts Institute of Technology (MIT) Sloan School of Management, with a focus on innovation-driven entrepreneurship. He brings to the Relativity board a proven track record of innovation, regulatory insight, and disciplined leadership—positioning him to lead M&A initiatives across life sciences, defense, cybersecurity, technology, and healthcare with institutional rigor and long-term value creation at the core.

2924

~~Involvement~~Table inof ~~Certain Legal Proceedings~~Contents

ToSteven Berg, our Chief Financial Officer since January 2022, is a business leader with over 30 years’ experience spanning investment banking to building prominent companies in the ~~knowledge~~cannabis ofindustry. ~~Management~~He has leveraged his background in strategy, ~~there~~ ~~are~~capital noraising ~~material~~and ~~proceedings~~finance to ~~which~~build ~~any~~some ~~director~~of orthe most successful brands in cannabis. Mr. Berg is passionate about creating sustainable value through innovative strategy, execution via best practices, and high ethical standards for the benefit of all enterprise stakeholders. From September 2021 until October 2022, Mr. Berg served as the Chief Financial Officer and Secretary and a member of the board of directors of Triangle 9 Real Estate, Inc. Mr. Berg’s key professional accomplishments have been achieved in executive ~~officer~~roles at consumer products and financial companies. Mr. Berg most recently was CEO of NWT Holdings, orLLC ~~any~~(dba ~~associate~~Firefly Vapor), from June 2017 to December 2019, a leader in cannabis vaporization technology and consumer products. After taking the helm of ~~any~~the ~~such~~innovative ~~director~~startup orcompany ~~officer~~in is2017, Mr. Berg streamlined operations and managed new product development to position for growth. To scale the brand, he then successfully negotiated and executed the acquisition of Firefly by SLANG Worldwide as an integral component to SLANG’s IPO on the Canadian Stock Exchange. Prior to Firefly, Mr. Berg was the CFO of NWT Holdings, Inc. (dba O.penVAPE/Organa Brands, from December 2013 to June 2016), a ~~party adverse~~Colorado pioneer in cannabis vaporization and oil extraction products. In addition to ~~our~~managing ~~Company~~corporate orfinances and strategic initiatives, he drove brand expansion into multiple new state markets through recruitment of new operational partners and structuring license agreements. Prior to O.penVAPE, Mr. Berg was a founding partner of the ArcView Group’s ArcView Investor Network (May 2011 — November 2013), the cannabis industry’s first private investor network. ArcView has raised over $300 million in funding for startup entrepreneurs, venture and growth-stage companies. He conceived the network structure, engineered initial operations, and recruited charter investor members that built the foundation for ArcView’s success. Before entering the legal cannabis arena, Mr. Berg worked as an investment banker for major financial firms. He served as a ~~material~~Managing ~~interest~~Director ~~adverse~~in tothe ~~our~~Capital ~~Company~~Markets Group at Wells Fargo Bank in San Francisco, focusing on structured and derivatives transactions in corporate finance and developing multiple new funding and risk management products. He previously was with Union Bank of Switzerland and BNP Paribas in New York, where he worked in business combinations and acquisitions, as well as in derivatives trading and risk management functions in the capital markets. Mr. Berg holds an M.B.A. from New York University Stern School of Business, and an undergraduate degree in Finance and Accounting from San Francisco State University.

~~Number~~Jessica Assaf Prince, is an award-winning entrepreneur and ~~Terms~~activist dedicated to improving health and well-being through business. Her advocacy journey began at the age of ~~Office~~15, focusing on safe products, corporate accountability, consumer wellness and female empowerment. In high school, Assaf co-founded Teens for Safe Cosmetics, a group that successfully lobbied for the California Safe Cosmetics Act of ~~Officers~~2005, requiring manufacturers to disclose harmful ingredients in personal care products. Assaf earned her undergraduate degree from New York University’s Gallatin School and ~~Directors~~ later received her MBA from Harvard Business School, during which she co-founded RAW IS EVERYTHING, a clean skincare company that achieved national distribution. In 2019, Assaf co-founded Prima, a purpose-driven CBD wellness brand and Public Benefit Corporation (B Corp) that was acquired in 2023. She is now the Director of Communications at OSEA Malibu and works with purpose-driven companies on branding, marketing, social media, retail strategy, PR and partnerships. Throughout her career, Assaf has been recognized for her contributions to health advocacy and entrepreneurship, including being named to Forbes’ 30 Under 30 list in 2020.

WeDavid ~~currently~~Kane, ~~have~~Since ~~three~~2016, ~~directors. Our~~David ~~Board~~Kane has been the CEO of ~~Directors~~Morkan isEnterprises, ~~divided~~LLC, ~~into~~a ~~two~~consulting ~~classes~~firm ~~with~~that ~~only~~provides ~~one~~accounting ~~class~~and ofCFO ~~directors~~services. ~~being~~Mr. ~~elected~~Kane inis ~~each~~a ~~year~~certified public accountant and ~~each~~started ~~class~~his ~~(except for~~career ~~those~~with ~~directors~~Arthur ~~appointed~~Anderson ~~prior~~& toCo. ~~our~~His ~~first~~career ~~annual~~includes ~~meeting~~Walt Disney Company as a financial analyst, providing cost accounting to Disney’s construction of ~~stockholders)~~EuroDisney. ~~serving~~Later, Mr. Kane was a controller at Virgin Records where he led acquisitions of two hip-~~year~~hop ~~term~~record labels. ~~The~~He ~~first~~later ~~class~~became ofCFO ~~directors is~~or ~~comprised~~the offractional ~~Francis~~CFO ~~Knuettel~~for IIseveral private and ~~Emily~~public ~~Paxhia~~companies, ~~the~~where ~~first~~he ~~class~~led ofoperations, ~~directors~~public and ~~the~~private ~~second~~capital ~~class~~raises, IPO’s, debt restructuring, liquidation events, mergers and acquisitions, system implementations and strategic initiatives. Mr. Kane was raised in Los Angeles, California and is an alumnus of ~~directors~~UCLA. He now lives in Henderson, Nevada and is ~~comprised~~married and a father of ~~Tarek Tabsh~~two. His passions include traveling the world with his family, being active in local charities and attending local theater.

~~Our~~Family officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. The Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws (the “Bylaws”) provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the Board.Relationships

~~Committees~~No offamily ~~the~~relationships ~~Board~~exist between any of ~~Directors~~our directors or executive officers.

~~The~~Involvement Board has three standing committees: the Audit Committee, a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating Committee”). Subject to phase-in ~~rules~~ ~~and~~Certain aLegal limited exception, the rules of Nasdaq and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the Compensation Committee and the Nominating Committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by the Board and has the composition and responsibilities described below. The charter of each committee is available on our website www.relativityacquisitions.com. Proceedings

~~Audit~~To ~~Committee~~the knowledge of Management, there are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company or has a material interest adverse to our Company.

We have established an Audit Committee. Francis Knuettel II, and Emily Paxhia serve as members of the Audit Committee, and Mr. Knuettel chairs the Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent. Both Mr. Knuettel, and Ms. Paxhia meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.25

~~Each~~Table ~~member~~ of the Audit Committee is “financially literate” as defined under Nasdaq’s listing standards. In addition, we must certify to Nasdaq that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The Board has determined that Mr. Knuettel qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.Contents

WeNumber ~~have adopted~~ and ~~amended the~~Terms ~~Audit~~of ~~Committee~~Office ~~charter, which details the principal functions~~ of ~~the~~Officers ~~Audit~~and ~~Committee, including~~Directors

●Relativity ~~the~~currently ~~appointment,~~has ~~compensation~~four directors. The Relativity Board is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to Relativity’s first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, ~~retention~~Relativity is not required to hold an annual meeting until one year after its first fiscal year end following its listing on Nasdaq. The term of office of the first class of directors, ~~replacement~~consisting of David Kane, and ~~oversight~~will expire at Relativity’s first annual meeting of ~~the~~stockholders. ~~work~~The term of office of the ~~independent~~second ~~registered~~class ~~public~~of ~~accounting~~directors, ~~firm~~consisting ~~engaged~~of byTarek ~~us;~~Tabsh and Jessica Assaf, will expire at the second annual meeting of stockholders.

●Relativity’s ~~pre-approving~~officers ~~all~~are ~~audit~~appointed by the Relativity Board and ~~permitted~~serve ~~non-audit~~at ~~services~~its discretion, rather than for specific terms of office. The Relativity Board is authorized to beappoint ~~provided~~persons byto the ~~independent~~offices ~~registered~~set ~~public~~forth ~~accounting~~in ~~firm~~Relativity’s ~~engaged~~bylaws byas usit deems appropriate. Relativity’s bylaws provide that Relativity’s officers may consist of a Chairman of the Board, ~~and~~Chief ~~establishing~~Executive ~~pre-approval~~Officer, ~~policies~~Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and ~~procedures;~~such other offices as may be determined by the Relativity Board.

●Committees ~~setting clear hiring policies for employees or former employees~~ of the ~~independent~~Board ~~registered~~of ~~public accounting firm, including but not limited to, as required by applicable laws and regulations;~~Directors

●The ~~setting~~Board ~~clear~~has ~~policies~~three ~~for~~standing ~~audit~~committees: ~~partner~~the ~~rotation~~Audit inCommittee, ~~compliance~~a ~~with~~compensation ~~applicable~~committee ~~laws~~(the “Compensation Committee”) and ~~regulations;~~a nominating and corporate governance committee (the “Nominating Committee”). Subject to phase-in rules and a limited exceptions, Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. The charter of each committee is available on our website www.relativityacquisitions.com.

●Audit obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;Committee

30Relativity has established an audit committee of the board of directors. David Kane and Jessica Assaf serve as members of the audit committee, and Mr. Kane chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, Relativity is required to have at least two members of the audit committee, all of whom must be independent. Each of Mr. Kane and Ms. Assaf meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

●Each ~~reviewing~~member of the audit committee is financially literate and ~~approving~~the ~~any~~Relativity ~~related~~Board ~~party~~has ~~transaction~~determined ~~required~~that toMr. beKane ~~disclosed~~qualifies ~~pursuant~~as toan ~~Item~~“audit ~~404~~committee offinancial ~~Regulation~~expert” ~~S-K~~as ~~promulgated~~defined byin ~~the~~applicable SEC ~~prior~~rules toand ushas ~~entering~~accounting ~~into~~or ~~such~~related ~~transaction;~~financial management expertise.

●Relativity ~~reviewing~~has ~~with~~adopted ~~Management,~~an ~~the~~audit ~~independent~~committee ~~registered public accounting firm~~charter, ~~and~~which ~~our~~details ~~legal~~the ~~advisors,~~principal asfunctions ~~appropriate,~~of ~~any~~the ~~legal,~~audit ~~regulatory or compliance matters~~committee, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities;:

● to the ~~extent~~appointment, ~~that~~compensation, ~~our~~retention, ~~securities continue to be listed on an exchange and subject to Rule 10D-1 under the Exchange Act~~replacement, ~~advising the Board~~ and ~~any~~oversight ~~other committees~~ of the ~~Board,~~work ~~with the assistance~~ of ~~Management, if~~ the ~~clawback~~independent ~~provisions~~registered ~~are~~public ~~triggered~~accounting ~~based~~firm ~~upon~~engaged aby ~~financial statement restatement or other financial statement change~~Relativity; ~~and~~

● ~~implementing~~pre-approving all audit and ~~overseeing~~permitted ~~our~~non-audit ~~cybersecurity~~services ~~and~~to ~~information~~be ~~security~~provided ~~policies,~~by ~~and~~the ~~periodically~~independent ~~review~~registered ~~the~~public ~~policies~~accounting firm engaged by Relativity, and ~~managing~~establishing ~~potential~~pre-approval ~~cybersecurity~~policies ~~incidents.~~and procedures;

~~Compensation~~● ~~Committee~~setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

We● ~~have~~setting ~~established~~clear ~~the~~policies ~~Compensation Committee.~~for ~~Emily~~audit ~~Paxhia~~partner ~~serves~~rotation asin acompliance ~~member~~with ~~of the Compensation Committee. Under the Nasdaq listing standards and~~ applicable ~~SEC~~laws ~~rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent, as such the Company will be appointing another independent director~~ and ~~member of the Compensation Committee in the near future. Ms. Paxhia is independent, and Ms. Paxhia chairs the Compensation Committee.~~regulations;

We● ~~have~~obtaining ~~adopted~~ and ~~amended~~ reviewing a report, at least annually, from the ~~Compensation~~independent ~~Committee~~registered ~~charter~~public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, ~~which~~(ii) ~~details~~any material issues raised by the ~~principal~~most ~~functions~~recent internal quality-control review, or peer review, of the ~~Compensation~~audit ~~Committee~~firm, ~~including:~~or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and Relativity to assess the independent registered public accounting firm’s independence;

● reviewing and approving onany anrelated ~~annual~~party ~~basis~~transaction ~~the~~required ~~corporate~~to ~~goals~~be ~~and~~disclosed ~~objectives~~pursuant ~~relevant~~ to ~~our~~Item ~~Chief~~404 ~~Executive~~of ~~Officers’~~Regulation ~~compensation,~~S-K ifpromulgated ~~any is paid~~ by ~~us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving~~ the ~~remuneration~~SEC ~~(if~~prior ~~any)~~to ofRelativity ~~our~~entering ~~Chief~~into ~~Executive Officer based on~~ such ~~evaluation~~transaction; and

● reviewing with management, the independent registered public accounting firm, and ~~approving~~Relativity’s onlegal anadvisors, ~~annual~~as ~~basis~~appropriate, ~~the~~any ~~compensation~~legal, ifregulatory or compliance matters, including any iscorrespondence ~~paid~~with regulators or government agencies and any employee complaints or published reports that raise material issues regarding Relativity’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by usthe FASB, ofthe ~~all~~SEC ofor ~~our~~ other ~~officers;~~regulatory authorities.

~~● reviewing on an annual basis our executive compensation policies and plans;~~26

●Table ~~implementing~~of ~~and administering our incentive compensation equity-based remuneration plans;~~Contents

●Compensation ~~assisting Management in complying with our proxy statement and annual report disclosure requirements;~~Committee

●Relativity ~~approving~~has ~~all~~established ~~special~~a ~~perquisites,~~compensation ~~special~~committee ~~cash~~of ~~payments~~the board of directors. Jessica Assaf and ~~other~~serve ~~special~~as members of the compensation committee. Under the Nasdaq listing standards and ~~benefit~~applicable ~~arrangements~~SEC ~~for~~rules, ~~our~~Relativity ~~officers~~is required to have at least two members of the compensation committee, all of whom must be independent. Ms. Assaf and ~~employees;~~Mr. are independent, and Ms. Assaf chairs the compensation committee.

●Relativity ifhas ~~required,~~adopted ~~producing~~ a ~~report~~compensation oncommittee ~~executive~~charter, ~~compensation~~which todetails bethe ~~included~~principal infunctions ~~our~~of ~~annual~~the ~~proxy~~compensation ~~statement;~~committee, including:

● reviewing, ~~evaluating~~and approving on an annual basis the corporate goals and ~~recommending~~objectives ~~changes~~relevant to Relativity’s Chief Executive Officers’ compensation, if ~~appropriate~~any is paid by Relativity, toevaluating the ~~remuneration~~Chief ~~for~~Executive ~~directors;~~Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of the Chief Executive Officer based on such evaluation;

● ~~(a)~~ reviewing and ~~making~~approving ~~recommendations~~on toan ~~the~~annual ~~Board~~basis ~~with respect to revisions to our “clawback” policy that allows us to recoup incentive compensation received by colleagues, and (b) reviewing and making recommendations to~~ the ~~Board regarding “clawbacks” of incentive~~ compensation ~~and determining the extent~~, if any, tois ~~which~~paid ~~incentive-based~~by ~~compensation~~Relativity, of ~~the~~all ~~relevant~~of ~~colleagues~~Relativity’s ~~should~~other ~~be reduced or extinguished.~~officers;

~~Notwithstanding~~● ~~the~~reviewing ~~foregoing, as~~on ~~indicated above, other than the payment to~~ an ~~affiliate~~annual ofbasis ~~the~~our ~~Sponsor~~executive ~~of $10,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement and reimbursement of expenses, no~~ compensation ofpolicies any kind, including finders, consulting or other similar fees, has been or will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial Business Combination. Accordingly, it is likely that prior to the consummation of an initial Business Combination, the Compensation Committee will only be responsible for the review and ~~recommendation of any compensation arrangements to be entered into in connection with such initial Business Combination.~~plans;

31● implementing and administering Relativity’s incentive compensation equity-based remuneration plans;

~~The~~● ~~Compensation~~assisting ~~Committee charter~~management ~~also provides that the Compensation Committee may,~~ in ~~its~~complying ~~sole~~with ~~discretion,~~Relativity’s ~~retain~~proxy orstatement ~~obtain the advice of a compensation consultant, legal counsel or other adviser~~ and ~~will~~annual bereport ~~directly~~disclosure responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.requirements;

~~After~~● ~~our~~approving ~~initial~~all ~~Business Combination,~~special ~~members of Management who remain with us may be paid consulting~~perquisites, ~~management~~special orcash ~~other~~payments ~~fees from the combined company with any~~ and ~~all~~other ~~amounts~~special being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders, such as on a Form S-4 Registration Statement. However, the amount of such compensation ~~may~~and ~~not~~benefit bearrangements ~~known~~for atRelativity’s ~~the~~officers ~~time of the stockholder meeting held to consider an initial Business Combination, as it is up to the directors of the post-combination business to determine executive~~ and ~~director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.~~employees;

~~Nominating~~● ~~and~~if ~~Corporate~~required, ~~Governance~~producing ~~Committee~~a report on executive compensation to be included in Relativity’s annual proxy statement; and

We● ~~have established the Nominating Committee. Francis Knuettel II serve as members of the Nominating Committee. Mr. Knuettel is independent~~reviewing, evaluating and ~~Mr. Knuettel chairs~~recommending ~~the Nominating Committee. We have adopted the Nominating Committee charter~~changes, ~~which~~if ~~details the principal functions of the Nominating Committee~~appropriate, ~~including recommending~~ to the ~~Board~~remuneration ~~candidates~~ for ~~nomination for election at the annual meetings of the stockholders, such as the 2023 Annual Meeting~~directors. Prior to our initial Business Combination, the Board will also consider director candidates recommended for nomination by holders of our Founder Shares during such times as they are seeking proposed nominees to stand for election at an annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our Nominating Committee also considers director candidates recommended for nomination by our stockholders in accordance with the Nominating Committee charter and the Bylaws. Candidates are reviewed in the context of the then current composition of the Board, our operating requirements of and the long-term interests of our stockholders.

WeNotwithstanding ~~have~~the ~~not~~foregoing, ~~formally~~as ~~established any~~indicated ~~specific~~above, ~~minimum~~other ~~qualifications~~than ~~that~~the ~~must~~payment beto ~~met~~an oraffiliate ~~skills~~of ~~that~~the ~~are~~Sponsor ~~necessary~~of ~~for~~$10,000 ~~directors~~per tomonth ~~possess.~~for Inoffice ~~general~~space, inutilities ~~identifying~~ and ~~evaluating~~secretarial ~~nominees~~and ~~for~~administrative ~~director~~support and reimbursement of expenses, ~~the~~no ~~Board~~compensation ~~considers~~of ~~educational~~any ~~background~~kind, ~~diversity~~including offinders, ~~professional~~consulting ~~experience~~or other similar fees, ~~knowledge~~has been or will be paid to any of ~~our business~~Relativity’s existing stockholders, ~~integrity~~officers, ~~professional~~directors ~~reputation~~or any of their respective affiliates, ~~independence~~prior to, ~~wisdom~~or ~~and~~for ~~the~~any ~~ability~~services they render in order to ~~represent~~effectuate the ~~best~~consummation ~~interests~~ of ~~our~~an ~~stockholders~~Initial Business.

~~Code~~The Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of ~~Ethics~~a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

WeAfter ~~have~~our ~~adopted~~initial aBusiness ~~Code~~Combination, members of ~~Conduct~~ ~~and~~Management ~~Ethics~~who ~~applicable~~remain towith ~~our~~us ~~directors,~~may ~~officers~~be ~~and~~paid ~~employees.~~consulting, Wemanagement ~~have~~or ~~filed~~other ~~copies~~fees offrom ~~our form of~~ the ~~Code~~combined ofcompany ~~Conduct~~with ~~and~~any ~~Ethics~~ and ~~the~~all ~~charters~~amounts ofbeing ~~the~~fully ~~Audit~~disclosed ~~Committee~~to stockholders, ~~Compensation~~to ~~Committee~~the ~~and~~extent ~~Nominating~~then ~~Committee~~known, asin ~~exhibits to~~ the ~~Report,~~proxy ~~and~~solicitation ~~copies~~materials ~~are~~furnished ~~posted on~~to our ~~website: www.relativityacquisitions.com. Our~~ stockholders, ~~can~~such ~~also~~as ~~review~~on ~~these~~a ~~documents~~Form S-4 byRegistration ~~accessing our public filings at the SEC’s website at www~~Statement.~~sec.gov.~~ ~~In addition~~However, athe ~~copy~~amount of ~~the~~such ~~Code~~compensation ofmay ~~Conduct~~not ~~and~~be ~~Ethics~~known ~~and~~at the ~~charters~~time of the ~~Audit Committee,~~stockholder ~~Compensation~~meeting ~~Committee~~held ~~and Nominating Committee will be provided without charge upon request from us. If we make any amendments~~ to ~~our~~consider ~~Code~~an ofinitial ~~Conduct~~Business ~~and Ethics other than technical~~Combination, ~~administrative~~as orit ~~other~~is ~~non-substantive~~up ~~amendments,~~to orthe ~~grant~~directors ~~any waiver, including any implicit waiver, from a provision~~ of the ~~Code~~post-combination business ~~of Conduct and Ethics applicable~~ to ~~our~~determine ~~principal~~ executive ~~officer,~~and ~~principal~~director ~~financial officer~~compensation. ~~principal~~In ~~accounting~~this ~~officer~~event, orsuch ~~controller~~compensation orwill ~~persons~~be ~~performing~~publicly ~~similar~~disclosed ~~functions~~at ~~requiring disclosure under applicable SEC or Nasdaq rules, we will disclose~~ the ~~nature~~time of ~~such~~its ~~amendment~~determination orin ~~waiver~~a onCurrent ~~our~~Report ~~website. The information included~~ on ~~our website is not incorporated by reference into this Report~~ Form 8-K or ina ~~any~~periodic ~~other~~ report, oras ~~document~~required weby ~~file with~~ the SEC~~, and any references to our website are intended to be inactive textual references only~~.

~~Trading Policies~~27

OnTable ~~February 10, 2022, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions~~ of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards (the “Insider Trading Policy”).Contents

32Nominating and Corporate Governance Committee

~~Item~~Relativity 11has established a nominating and corporate governance committee of the board of directors. ~~Executive~~David ~~Compensation~~Kane II and serve as members of the nominating and corporate governance committee. Mr. Kane and Mr. are independent, and Mr. Kane chairs the nominating and corporate governance committee. The nominating and corporate governance committee will recommend to the Relativity Board candidates for nomination for election at the annual meeting of the stockholders. Prior to Relativity’s Initial Business Combination, the Relativity Board will also consider director candidates recommended for nomination by holders of Founder Shares during such times as they are seeking proposed nominees to stand for election at an annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Prior to Relativity’s Initial Business Combination, holders of Public Shares will not have the right to recommend director candidates for nomination to the Relativity Board.

~~Other~~Relativity ~~than~~has ~~disclosed~~not ~~herein, none~~formally ofestablished ~~our officers has received~~ any ~~cash~~specific, ~~compensation~~minimum ~~for~~qualifications ~~services~~that ~~rendered~~must tobe ~~us.~~met Weor ~~pay~~skills anthat ~~affiliate~~are ofnecessary ~~the~~for ~~Sponsor~~directors ato ~~total~~possess. ofIn ~~$10~~general,~~000 per~~ ~~month~~in ~~for~~identifying ~~office space, utilities~~ and ~~secretarial~~evaluating ~~and~~nominees ~~administrative~~for ~~support~~director, ~~pursuant to~~ the ~~Administrative~~Relativity ~~Support~~Board ~~Agreement.~~considers ~~Upon completion~~educational ~~of our initial Business Combination or our liquidation~~background, wediversity ~~will cease paying these monthly fees. No compensation~~ of ~~any~~professional ~~kind~~experience, ~~including~~ ~~any~~knowledge ~~finder~~of Relativity’s ~~fee~~business, ~~reimbursement~~integrity, ~~consulting~~professional ~~fee or monies in respect of any payment of a loan~~reputation, ~~has been or will be paid by us to the Sponsor~~independence, ~~officers~~wisdom and ~~directors, or any affiliate of~~ the ~~Sponsor~~ability ~~or officers, prior~~ to, orrepresent ~~in connection with any services rendered in order to effectuate,~~ the ~~consummation~~best ofinterests ~~our initial Business Combination (regardless~~ of ~~the~~Relativity’s ~~type of transaction that it is)~~stockholders. However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit Committee reviews on a quarterly basis all payments that were made to the Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly Audit Committee review of such payments, we have not had and do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.

~~After~~Code ~~the completion~~ of our initial Business Combination, directors or members of Management who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial Business Combination, such as on a Form S-4 Registration Statement. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on the Board.Ethics

We dohave ~~not~~adopted ~~intend~~a toCode ~~take~~of ~~any action~~Conduct and Ethics applicable to ~~ensure~~our ~~that~~directors, ~~members~~officers ofand ~~Management~~employees. ~~maintain~~We ~~their~~have ~~positions~~filed ~~with~~copies usof ~~after~~our form of the ~~consummation~~Code of ~~our~~Conduct ~~initial~~and ~~Business~~Ethics ~~Combination~~and the charters of the Audit Committee, ~~although~~ itCompensation isCommittee ~~possible~~and ~~that~~Nominating ~~some~~Committee oras ~~all~~exhibits ofto ~~our~~the ~~officers~~Report, and ~~directors~~copies ~~may~~are ~~negotiate~~posted ~~employment~~on orour ~~consulting~~website: ~~arrangements~~www.relativityacquisitions.com. toOur ~~remain~~stockholders ~~with us~~can ~~after~~also review these documents by accessing our ~~initial~~public ~~Business~~filings ~~Combination~~at the SEC’s website at www.sec.gov. ~~The~~In ~~existence~~addition, ora ~~terms~~copy of ~~any~~the ~~such~~Code ~~employment~~of orConduct ~~consulting~~and ~~arrangements~~Ethics toand ~~retain~~the ~~their~~charters ~~positions with~~of the Audit Committee, Compensation Committee and Nominating Committee will be provided without charge upon request from us. ~~may~~If ~~influence~~we ~~Management’s~~make ~~motivation~~any inamendments ~~identifying~~to our Code of Conduct and Ethics other than technical, administrative or ~~selecting~~other anon-substantive ~~target~~amendments, ~~business~~or grant any waiver, ~~but~~including weany doimplicit ~~not~~waiver, ~~believe~~from ~~that~~a provision of the ~~ability~~ Code of ~~Management~~Conduct and Ethics applicable to ~~remain~~our ~~with~~principal usexecutive ~~after~~officer, ~~the~~principal ~~consummation~~financial ofofficer ~~our~~principal ~~initial~~accounting ~~Business~~officer ~~Combination~~or ~~will~~controller beor apersons ~~determining~~performing ~~factor~~similar infunctions ~~our~~requiring ~~decision to~~disclosure ~~proceed~~under ~~with~~applicable ~~any~~SEC ~~potential~~or ~~Business~~Nasdaq ~~Combination~~rules, we will disclose the nature of such amendment or waiver on our website. WeThe ~~are~~information included on our website is not ~~party~~incorporated toby reference into this Report or in any ~~agreements~~other report or document we file with ~~our~~the ~~officers~~SEC, and ~~directors~~any ~~that~~references ~~provide~~to ~~for benefits~~our ~~upon~~website ~~termination~~are ofintended ~~employment~~to be inactive textual references only.

~~Item~~Trading ~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~Policies

~~The~~On ~~following~~February 10, ~~table~~2022, ~~sets~~we ~~forth information~~adopted ~~regarding~~insider trading policies and procedures governing the ~~beneficial~~purchase, ~~ownership~~sale, and/or other dispositions of our ~~Common~~securities ~~Stock~~by asdirectors, ofofficers ~~March~~and XXemployees, ~~2025~~which ~~based~~are onreasonably ~~information~~designed ~~obtained~~to ~~from~~promote ~~the~~compliance ~~persons named~~with ~~below~~insider trading laws, ~~with~~rules and ~~respect~~regulations, toand ~~the~~applicable ~~beneficial~~Nasdaq ~~ownership~~listing ofstandards ~~Common~~(the ~~Stock,~~“Insider ~~by:~~Trading Policy”).

●Item 11. ~~each~~Executive ~~person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;~~Compensation.

●Other ~~each~~than disclosed herein, none of our ~~executive~~officers has received any cash compensation for services rendered to us. We pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support, pursuant to the Administrative Support Agreement. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, has been or will be paid by us to the Sponsor, officers and directors, or any affiliate of the Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial Business Combination (regardless of the type of transaction that ~~beneficially~~it ~~owns~~is). However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our ~~Common~~behalf ~~Stock;~~such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit Committee reviews on a quarterly basis all payments that were made to the Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly Audit Committee review of such payments, we have not had and do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.

~~● all our executive officers and directors as a group.~~28

InTable ~~the table below, percentage ownership is based on 4,310,741 shares~~ of our Common Stock, consisting of (i) 4,310,740 shares of our Class A Common Stock and (ii) one share of our Class B Common Stock issued and outstanding as of March XX, 2025. On all matters to be voted upon, holders of the shares of Class A Common Stock and shares of Class B Common Stock vote together as a single class, unless otherwise required by applicable law. Currently, all of the shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis.Contents

33After the completion of our initial Business Combination, directors or members of Management who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial Business Combination, such as on a Form S-4 Registration Statement. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on the Board.

~~Unless~~We ~~otherwise~~do ~~indicated, we~~not ~~believe~~intend to take any action to ensure that ~~all~~members ~~persons~~of ~~named~~Management inmaintain their positions with us after the ~~table~~consummation ~~have~~of ~~sole~~our ~~voting~~initial Business Combination, although it is possible that some or all of our officers and ~~investment~~directors ~~power~~may ~~with~~negotiate ~~respect~~employment or consulting arrangements to ~~all~~remain ~~shares~~with ofus ~~Common~~after ~~Stock~~our ~~beneficially owned~~initial byBusiness ~~them~~Combination. The ~~following~~existence ~~table~~or ~~does~~terms ~~not~~of ~~reflect~~any ~~record~~such employment or ~~beneficial~~consulting ~~ownership~~arrangements ofto ~~the~~retain ~~Private~~their ~~Placement~~positions ~~Warrants~~with asus ~~these~~may ~~Private Placement~~influence ~~Warrants~~Management’s ~~are~~motivation in identifying or selecting a target business, but we do not ~~exercisable~~believe ~~within~~that ~~60 days~~the ability of Management to remain with us after the ~~date~~consummation of ~~this~~our ~~Report~~initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

	Class A Common Stock					Class B Common Stock					Approximate
Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Percentage of Outstanding Common Stock
Relativity Acquisition Sponsor LLC (2)		3,154,130		73.17	%		1		100	%		73.17	%
Tarek Tabsh (2)		3,154,130		73.17	%		1		100	%		73.17	%
The AGP Parties (3)		355,000		8.24	%		—		—			8.24	%
Steven Berg (4)		—		—			—		—			—
Emily Paxhia (4)		—		—			—		—			—
Francis Knuettel II (4)		—		—			—		—			—
All executive officers and directors as a group (five individuals)		3,154,130		73.17	%		1		100	%		73.17	%

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~(1)~~The ~~Unless~~following ~~otherwise~~table ~~noted,~~sets ~~the~~forth ~~principal~~information ~~business~~regarding ~~address~~the beneficial ownership of ~~each~~our Common Stock as of ~~the~~May ~~following~~28, ~~entities~~2026 orbased ~~individuals~~on isinformation ~~c/o~~obtained ~~Relativity~~from ~~Acquisition~~the ~~Corp.~~persons named below, ~~3753~~with ~~Howard~~respect ~~Hughes~~to ~~Pkwy,~~the ~~Suite~~beneficial ~~200,~~ownership ~~Las~~of ~~Vegas~~Common Stock, ~~NV 89169.~~by:

~~(2)~~●each ~~Represents~~person ~~shares~~known ~~held~~ by ~~our~~us ~~Sponsor~~to including (a) 2,500,380 shares of Class A Common Stock, converted from Class B Common Stock on a one-for-one basis, on February 27, 2023 in the Founder Share Conversion, (b) one share of Class B Common Stock and (c) 653,750 shares of Class A Common Stock underlying Private Placement Units. Tarek Tabsh, our Chief Executive Officer, is the sole manager of our Sponsor and as such, may be ~~deemed to have beneficial ownership of~~ the ~~Common Stock held directly by our Sponsor. Each such person disclaims any~~ beneficial ~~ownership~~owner of ~~the~~more ~~reported shares other~~ than to5% ~~the extent~~ of ~~any~~our ~~pecuniary~~outstanding ~~interest~~Common ~~they may have therein, directly or indirectly.~~Stock;

~~(3)~~●each ~~Based~~of onour aexecutive ~~Schedule~~officers 13A filed with the SEC on March 31, 2023 by (i) A.G.P./Alliance Global Partners, LLC (“AGP”), (ii) Alliance Global Holdings, Inc., (“AGP Holdings”), (iii) David Bocchi Family Trust (the “Bocchi Trust”), (iv) David A. Bocchi (“Mr. Bocchi”), (v) Raffaele Gambardella (“Mr. Gambardella”) and ~~(vi)~~directors ~~Phillip~~that ~~W. Michals (“Mr. Michaels”, collectively, with AGP, AGP Holdings, the Bocchi Trust, Mr. Bocchi and Mr. Gambardella, the “AGP Parties”). AGP directly~~ beneficially owns ~~355,000~~our ~~shares of Class A~~ Common Stock,; which were issued on February 27, 2023, upon conversion of an equal number of shares of Class B Common Stock in the Founder Share Conversion. As the holding company of AGP, AGP Holdings may beneficially own such shares of Class A Common Stock. Based on their ownership of AGP Holdings, the Bocchi Trust, Mr. Bocchi, Mr. Gambardella and ~~Mr. Michals may beneficially own such shares of Class A Common Stock. The principal business address for each of the AGP Parties is 88 Post Road West, 2nd Floor, Westport, Connecticut 06880.~~

~~(4)~~●all ~~Does not include any shares of Common Stock held by~~ our ~~Sponsor.~~executive ~~This~~officers ~~individual~~and isdirectors as a ~~member of our Sponsor, but does not have voting or dispositive control over the shares held by our Sponsor~~group.

~~Securities~~In ~~Authorized~~the ~~for~~table ~~Issuance~~below, percentage ~~under~~ownership ~~Equity Compensation~~is ~~Plans~~based on 4,310,741 shares of our Common Stock, consisting of (i) 4,303,400 shares of our Class A Common Stock and (ii) one share of our Class B Common Stock issued and outstanding as of May 28, 2026. On all matters to be voted upon, holders of the shares of Class A Common Stock and shares of Class B Common Stock vote together as a single class, unless otherwise required by applicable law. Currently, all of the shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis.

~~None~~Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private Placement Warrants are not exercisable within 60 days of the date of this Report.

Changes in Control


		Class A Common Stock				Class B Common Stock				Approximate
		Number of				Number of				Percentage of
		Shares		Approximate		Shares		Approximate		Outstanding
		Beneficially		Percentage of		Beneficially		Percentage of		Common
Name and Address of Beneficial Owner (1)		Owned		Class		Owned		Class		Stock
Relativity Acquisition Sponsor LLC (2)		3,509,130		81.83	%	1		100	%	81.83	%
Tarek Tabsh (2)		3,509,130		81.83	%	1		100	%	81.83	%
Jessica Assaf		—		—		—		—		—
David Kane		—		—		—		—		—
All executive officers and directors as a group (five individuals)		3,509,130		81.83	%	1		100	%	81.83	%

~~None~~(1)Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Relativity Acquisition Corp., 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169.

3429

~~Item~~Table ~~13.~~of ~~Certain Relationships and Related Transactions, and Director Independence.~~Contents

On(2)Represents ~~May 28,~~shares ~~2021,~~held ~~the~~ by our Sponsor ~~purchased~~including 3(a) 2,~~750~~500,~~000 Founder~~380 ~~Shares~~shares ~~for~~of anClass ~~aggregate~~A ~~purchase~~Common ~~price of $25~~Stock,~~000.~~ Onconverted ~~December 14,~~from ~~2021,~~Class ~~the~~B ~~Sponsor~~Common ~~returned to~~Stock ~~us,~~on ata noone-for-one ~~cost~~basis, anon ~~aggregate~~February ~~of 511~~27,~~250~~ ~~Founder~~2023 ~~Shares,~~in ~~which~~the weFounder ~~cancelled~~Share Conversion, ~~resulting~~(b) inone anshare ~~aggregate~~ of ~~3,238,750~~Class ~~Founder~~B ~~Shares~~Common ~~outstanding~~ Stock and ~~held~~(c) by653,750 ~~the~~shares ~~Sponsor.~~of OnClass ~~December 14,~~A ~~2021,~~Common weStock ~~issued~~underlying ~~355,000~~Private ~~Founder~~Placement ~~Shares to A~~Units.~~G.P.~~ OnTarek ~~January 12~~Tabsh, ~~2022,~~our ~~the~~Chief ~~Sponsor~~Executive ~~transferred 176~~Officer,~~094~~ ~~Founder~~is ~~Shares~~the tosole ~~George~~manager ~~Syllantavos,~~of our Sponsor and 28as such,~~750~~ ~~Founder~~may ~~Shares~~be deemed to ~~Anastasios~~have ~~Chrysostomidis.~~beneficial ~~The~~ownership ~~total number~~ of ~~Founder~~the ~~Shares issued~~Common ~~was~~Stock ~~determined~~held ~~based~~directly onby ~~the~~our ~~expectation~~Sponsor. ~~that~~Each such ~~Founder~~person ~~Shares~~disclaims ~~would~~any ~~represent~~beneficial ~~20%~~ownership of the ~~outstanding~~reported shares ~~upon~~other ~~completion of~~than ~~the~~to ~~Initial Public Offering (not including~~ the ~~Private~~extent ~~Placement~~of ~~Shares).~~any ~~The~~pecuniary ~~Founder~~interest ~~Shares~~they ~~(including the Class A Common Stock issuable upon exercise thereof)~~ may ~~not,~~have ~~subject to certain limited exceptions~~therein, bedirectly ~~transferred, assigned~~ or ~~sold by the holder~~indirectly.

~~The~~Securities ~~Sponsor~~Authorized ~~purchased 653,750 Private Placement Units at a price of $10.00 per unit,~~ for anIssuance ~~aggregate~~under ~~purchase~~Equity ~~price~~Compensation of $6,537,500. The Private Placement Units are identical to the Units sold in the Initial Public Offering except that (a) the Private Placement Units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial Business Combination except to permitted transferees, (b) the Private Placement Shares of Class A Common Stock included in the Private Placement Units and underlying the Private Placement Warrants will be entitled to registration rights and (c) the Private Placement Warrants are entitled to registration rights.Plans

~~On February 27, 2023, we issued an aggregate of 3,593,749 shares of Class A Common Stock to our Sponsor, A~~None.G.P., George Syllantavos and Anastasios Chrysostomidis, the holders of the Founder Shares, upon the conversion of an equal number of shares of Class B Common Stock in the Founder Share Conversion. These shares of Class A Common Stock are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Registration Statement. Following the Founder Share Conversion, our Sponsor was the beneficial owner of 3,033,905 shares of Class A Common Stock and one share of Class B Common Stock. The Sponsor then transferred 533,525 shares of Class A Common Stock to certain members of the Sponsor. Subsequent to those transfers and the Founder Sharer Conversion, the Sponsor currently holds 2,500,380 shares of Class A Common Stock and one share of Class B Common Stock, as well as 653,750 shares of Class A Common Stock that are part of Private Placement Units that were acquired by the Sponsor in the Private Placement.

IfChanges ~~any~~in of our officers or directors becomes aware of an initial Business Combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such other entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.Control

~~We pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support, pursuant to the Administrative Support Agreement~~None. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. For the years ended December 31, 2023 and 2022, we incurred and paid $120,000 and $105,000 of administrative service fees.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, has been or will be paid by us to the Sponsor, officers and directors, or any affiliate of the Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate the consummation of an initial Business Combination (regardless of the type of transaction that it is)Item 13. ~~However,~~Certain ~~these~~Relationships ~~individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses~~ and ~~performing~~Related ~~due diligence on suitable Business Combinations. Our Audit Committee reviews on a quarterly basis all payments that were made to the Sponsor~~Transactions, ~~officers, directors or our or their affiliates~~ and ~~determines~~Director ~~which expenses and the amount of expenses that are reimbursed~~Independence. ~~There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.~~

35Founder Shares

~~Prior~~On toMay 28, 2021, the ~~closing~~Sponsor purchased 3,750,000 shares of ~~the Initial~~Relativity ~~Public~~Class B ~~Offering~~Common Stock for an aggregate purchase price of $25,000. On December 14, 2021, the Sponsor ~~agreed~~returned to ~~loan~~Relativity, usat upno tocost, ~~$300~~an aggregate of 511,~~000~~250 toshares beof ~~used~~Relativity ~~for~~Class B aCommon ~~portion~~Stock, which Relativity cancelled, resulting in an aggregate of ~~the~~3,238,750 ~~expenses~~shares of ~~the~~Relativity ~~IPO~~Class B ~~under~~Common ~~the~~Stock ~~IPO Promissory~~outstanding ~~Note.~~and ~~This~~held ~~loan~~by ~~was~~the ~~non-interest~~Sponsor. On December ~~bearing~~14, ~~unsecured~~2021, ~~and~~Relativity ~~was~~issued ~~due~~355,000 atshares ~~the~~of ~~earlier~~Relativity ofClass B ~~March~~Common Stock to A.G.P. On January 3112, 2022, or the ~~closing~~Sponsor transferred 176,094 shares of ~~the~~ ~~IPO.~~Relativity Class ~~The~~B ~~outstanding~~Common ~~balance~~Stock ~~under~~to ~~the~~George ~~IPO~~Syllantavos, ~~Promissory~~and ~~Note~~28,750 shares of ~~$208,563~~Relativity Class B Common Stock to Anastasios Chrysostomidis. The total number of shares of Relativity Class B Common Stock issued was ~~paid~~determined inbased ~~full~~on ~~and~~the asexpectation athat ~~result,~~such shares would represent 20% of the ~~credit~~outstanding ~~facility is~~shares noupon ~~longer~~completion ~~available~~of the IPO (not including the shares underlying the Private Placement Units).

On ~~August~~February 1027, 2023, we Relativity issued ~~the~~an ~~SVES~~aggregate ~~Promissory~~of ~~Note~~3,593,749 toshares ~~SVES~~of ~~LLC~~Relativity ~~under~~Class A ~~which~~Common ~~SVES~~Stock ~~LLC agreed~~ to ~~extend~~the usSponsor, ~~$300~~A.G.P.,~~000 for~~ ~~working~~George ~~capital~~Syllantavos ~~purposes.~~and ~~The~~Anastasios ~~SVES Promissory~~Chrysostomidis, ~~Note~~the isholders ~~non-interest bearing~~of ~~and~~the ~~payable~~Relativity onClass B ~~the~~Common ~~closing~~Stock, ofupon the ~~SVES~~conversion ~~Business~~of ~~Combination. In~~an ~~the~~equal ~~event~~number ~~the~~of ~~SVES~~shares ~~Business Combination~~of isRelativity ~~not~~Class B ~~consummated,~~Common ~~the~~Stock. ~~SVES~~These ~~Promissory~~shares ~~Note~~of ~~shall~~Relativity beClass A ~~null~~Common ~~and~~Stock ~~void~~are ~~and~~subject weto ~~shall~~the ~~not~~same ~~have~~restrictions ~~any~~as ~~obligation~~applied to the ~~payee.~~Relativity ~~As of~~Class B ~~December~~Common 31Stock before the conversion, ~~2023~~including, ~~SVES~~among ~~LLC~~other ~~funded~~things, ~~approximately~~certain ~~$15~~transfer restrictions,~~600~~ ~~under~~waiver of Redemption Rights and the ~~SVES~~obligation ~~Promissory~~to ~~Note~~vote ~~and~~in ~~had~~favor ~~$284,400~~of ~~available~~an Initial Business Combination as described in the prospectus for ~~withdrawal~~the IPO. On ~~May~~Following ~~14,~~the ~~2024~~conversion, the ~~Company~~Sponsor ~~terminated~~was the ~~SVES~~beneficial ~~Business~~owner ~~Combination~~of 3,033,905 shares of Relativity Class A Common Stock and asone ~~part~~share of ~~that~~Relativity ~~termination~~Class B ~~the~~Common ~~SVES~~Stock. ~~Promissory~~The ~~Note~~Sponsor isthen ~~null and~~transferred ~~void~~533,525 shares of Relativity Class A Common Stock to certain members of the Sponsor.

~~In connection~~Private ~~with~~Placement the Second Extension, we issued the Second Extension Promissory Note in the aggregate principal amount of up to $42,498 to SVES LLC, pursuant to which SVES LLC agreed to loan us up to $42,498. Under the terms of the Second Extension Promissory Note, SVES LLC (or its affiliates or permitted designees) shall deposit $3,541.50 per month (approximately $0.056 per Public Share that was not redeemed in connection with the vote to approve the Second Extension) into the Trust Account for each calendar month (commencing on February 15, 2024 and ending on the 15th day of each subsequent month) until February 15, 2025, or portion thereof, that is needed to complete a Business Combination, for up to an aggregate of $42,498. The Second Extension Promissory Note bears no interest and is repayable in full upon the date of the consummation of the SVES Business Combination. On May 15, 2024, the Company terminated the SVES Business Combination and as part of that termination the Second Extension Promissory Note is null and void.Units

InOn ~~addition~~February 15, ~~in order to finance transaction costs in connection with an intended initial Business Combination~~2022, the Sponsor orpurchased an653,750 ~~affiliate~~Private ofPlacement ~~the~~Units ~~Sponsor~~at ora ~~certain~~price of ~~our~~ ~~officers~~$10.00 ~~and~~per ~~directors may~~unit, ~~but~~for ~~are~~an ~~not~~aggregate ~~obligated~~purchase ~~to,~~price ~~loan~~of ~~us Working Capital Loans as may be required~~$6,537,500. IfThe wePrivate ~~complete~~Placement anUnits ~~initial Business~~are ~~Combination,~~identical weto ~~would~~the ~~repay~~Public ~~such~~Units ~~Working~~sold ~~Capital~~in ~~Loans. In~~ the ~~event~~IPO except that ~~the initial Business Combination does not close, we may use~~ (a ~~portion of~~ ) the ~~working~~Private ~~capital~~Placement ~~held~~Units ~~outside~~and ~~the~~their ~~Trust~~component ~~Account~~securities towill ~~repay~~not ~~such Working Capital Loans but no proceeds from our Trust Account would~~ be ~~used for such repayment. Up to $1~~transferable,~~500,000~~ ofassignable ~~such~~or ~~Working~~salable ~~Capital~~until ~~Loans may be convertible into private placement-equivalent~~30 ~~units at~~days aafter ~~price of $10.00 per unit (which, for example, would result in~~ the ~~holders~~consummation ~~being~~of ~~issued~~Relativity’s ~~150,000 units~~Initial ifBusiness ~~$1,500,000~~Combination ofexcept ~~notes were~~to sopermitted ~~converted)~~transferees, at (b) the ~~option~~shares of ~~the~~Relativity ~~lender.~~Class A ~~Such~~Common ~~units~~Stock ~~would~~included bein ~~identical to~~ the Private Placement Units. ~~The~~and ~~terms~~underlying ~~of such Working Capital Loans (or extension loans) by~~ the ~~Sponsor~~Relativity orPrivate ~~its~~Warrants ~~affiliates,~~will orbe ~~our~~entitled ~~officers~~to ~~and~~registration ~~directors,~~rights ~~if any, have not been determined~~ and no ~~written agreements exist with respect to such loans. At December~~(c) ~~31,~~the ~~2023~~Relativity ~~and~~Private ~~2022,~~Warrants noare ~~such~~entitled ~~Working~~to ~~Capital~~registration ~~Loans were outstanding~~rights.

~~After~~Administrative our initial Business Combination, members of Management who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.Support

WeRelativity ~~have~~pays ~~entered~~an ~~into~~affiliate of the ~~Registration Rights~~Sponsor ~~Agreement~~a ~~with~~total ~~respect~~of to$10,000 ~~the~~per ~~(i)~~month ~~Private~~for ~~Placement~~office ~~Units~~space, ~~(ii)~~utilities ~~the~~and ~~Private~~secretarial ~~Placement~~and ~~Shares~~administrative ~~and~~support. ~~Private~~Upon ~~Placement~~completion ~~Warrants~~of ~~included therein~~Relativity’s Initial Business Combination or its liquidation, ~~and~~Relativity ~~(iii)~~will ~~shares~~cease ofpaying ~~Class~~these monthly fees. For the three and nine Amonths ~~Common~~ended ~~Stock~~September 30, ~~issuable~~2023, ~~upon~~Relativity ~~exercise~~incurred or$30,000 ~~conversion~~and $90,000 of administrative service fees, respectively, all of which were fully paid. For the ~~Private~~year ~~Placement~~ended ~~Warrants~~December 31, 2022, Relativity incurred and ~~upon conversion~~paid $105,000 of administrative service fees. For the ~~Founder~~period ~~Shares~~from April 13, 2021 (inception) through December 31, 2021, no administrative service fees were incurred.

3630

WeTable have entered into the Business Combination Marketing Agreement with A.G.P., pursuant to which, A.G.P. acts as our advisor in connection with the Business Combination to assist us in holding meetings with our stockholders to discuss the potential Business Combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the initial Business Combination, and assist us with our press releases and public filings in connection with the Business Combination. We will pay A.G.P. a fee in cash for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $5,031,250 in the aggregate; however, no fee will be due if we do not complete an initial Business Combination engaged A.G.P. as an advisor in connection with the Business Combination to assist us in holding meetings with our stockholders to discuss the potential Business Combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the initial Business Combination, and assist us with our press releases and public filings in connection with the Business Combination. We will pay A.G.P. a fee in cash for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $5,031,250 in the aggregate; however, no fee will be due if we do not complete an initial Business CombinationContents

~~Our~~Promissory Initial Stockholders, and our officers and directors, have entered into the Letter Agreement with us, pursuant to which they have agreed, among other things, to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of our initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to our Second Amended and Restated Charter (A) to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial business combination within the Combination Period, or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if we fail to complete our initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial Business Combination within the Combination Period, and (iv) vote any Founder Shares or Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering in favor of our initial Business Combination.Note

~~Director~~Prior ~~Independence~~to the closing of our initial public offering, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering. These loans are non-interest bearing, unsecured and were due at the earlier of March 31, 2022 or the closing of the IPO. This loan was repaid upon the closing of the IPO out of the estimated $660,000 of offering proceeds that had been allocated to the payment of offering expenses (other than underwriting commissions).

~~Nasdaq~~Registration listing standards require that a majority of the Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Emily Paxhia and Francis Knuettel II are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.Rights

37Relativity has entered into the IPO Registration Rights Agreement with respect to the Private Placement Units and the shares of Relativity Class A Common Stock and Relativity Private Warrants included therein, as well as the shares of Relativity Class A Common Stock issuable upon exercise or conversion or exercise of the foregoing warrants, and the Founder Shares.

~~Item~~In 14connection with the consummation of the Business Combination, we will enter into the A&R Registration Rights Agreement. ~~Principal~~See ~~Accountant~~“The ~~Fees~~Business ~~and~~Combination ~~Services~~Proposal — Related Agreements — A&R Registration Rights Agreement.”

~~The~~Certain ~~following~~Agreements isRelated ~~a summary of fees paid or~~ to bethe ~~paid~~Business ~~to Withum for services rendered.~~Combination

~~Audit~~In ~~Fees~~connection with the Business Combination, certain agreements will be entered into pursuant to the Business Combination Agreement by Relativity, BIOT, Pubco and its related persons. References below are qualified in their entirety by reference to the full text of such agreements and to the descriptions thereof included elsewhere in this proxy statement/prospectus. These agreements include:

~~Audit~~● ~~fees~~Lock-Up ~~consist~~Agreements of(see ~~fees for professional services rendered for~~ the ~~audit~~section ofentitled ~~our~~“Proposal ~~year-end~~No. ~~financial~~1 ~~statements~~— ~~and services that are normally provided by Withum in connection with regulatory filings.~~ The ~~aggregate~~Business ~~fees~~Combination ofProposal ~~Withum~~— ~~for~~Related ~~professional~~Agreements ~~services~~— ~~rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10~~Lock-QUp ~~for the respective periods and other required filings with the SEC for the years ended December 31, 2024 and 2023 totaled approximately $51,000 and $122,000, respectively~~Agreements”). ~~The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.~~

~~Audit~~● Non-Competition Agreements (see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related ~~Fees~~Agreements — Non-Competition Agreements”).

~~Audit-related~~● ~~fees~~A&R ~~consist of~~Registration ~~fees~~Rights ~~billed~~Agreement ~~for~~(see ~~assurance and related services that are reasonably related to performance of~~ the ~~audit~~section orentitled ~~review of our financial statements and are not reported under~~ “~~Audit~~Proposal ~~Fees~~No.” ~~These~~1 ~~services~~— ~~include~~The ~~attest~~Business ~~services~~Combination ~~that~~Proposal ~~are~~— ~~not~~Related ~~required~~Agreements by— ~~statute~~A&R orRegistration ~~regulation and~~Rights ~~consultations concerning financial accounting and reporting standards~~Agreement”). ~~During the years ended December 31, 2024 and 2023, we did not pay Withum any audit-related fees.~~

~~Tax~~After ~~Fees~~our initial Business Combination, members of Management who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

~~Tax fees~~We ~~consist~~have ofentered ~~fees~~into ~~billed~~the ~~for~~Registration ~~professional~~Rights ~~services~~Agreement ~~relating~~with respect to ~~tax~~the ~~compliance~~(i) Private Placement Units, ~~tax~~(ii) the ~~planning~~Private Placement Shares and ~~tax~~Private ~~advice. We~~Placement ~~did~~Warrants ~~not pay~~included ~~Withum~~therein, ~~for~~and ~~tax~~(iii) shares ~~services,~~of ~~planning~~Class A Common Stock issuable upon exercise or ~~advice~~conversion ~~for~~of the ~~year~~Private ~~ended~~Placement ~~December 31~~Warrants, ~~2024~~ and ~~for~~upon ~~the~~conversion ~~year~~of ~~ended~~the ~~December~~Founder ~~31, 2023~~Shares.

~~All~~Our ~~Other~~Initial ~~Fees~~Stockholders, and our officers and directors, have entered into the Letter Agreement with us, pursuant to which they have agreed, among other things, to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of our initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to our Second Amended and Restated Charter (A) to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial business combination within the Combination Period, or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if we fail to complete our initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial Business Combination within the Combination Period, and (iv) vote any Founder Shares or Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering in favor of our initial Business Combination.

~~All other fees consist of fees billed for all other services. We did not pay Withum for any other services for the years ended December~~ 31~~, 2024 and 2023.~~

~~Pre-Approval~~Table ~~Policy~~of Contents

~~Our~~Director Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, any such services rendered prior to the formation of our Audit Committee in 2021 were approved by our Board of Directors. Since the formation of our audit committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).Independence

38An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Jessica Assaf and David Kane are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

~~PART~~Item 14. IVPrincipal Accountant Fees and Services.

~~Item~~The ~~15.~~following ~~Exhibit~~is ~~and~~a ~~Financial~~summary ~~Statement~~of ~~Schedules~~fees paid or to be paid to Withum for services rendered.

~~(a)~~Audit ~~The following documents are filed as part of this Report:~~Fees

~~(1)~~Audit ~~Consolidated~~fees ~~Financial~~consist ~~Statements~~of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2025 and 2024 totaled approximately $144,390 and $51,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023		F-4
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended December 31, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-6
Notes to Consolidated Financial Statements		F-7 to F-25

Audit-Related Fees

~~(2)~~Audit-related ~~Financial~~fees ~~Statement~~consist ~~Schedules~~of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the years ended December 31, 2025 and 2024, we did not pay Withum any audit-related fees.

~~All~~Tax financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.Fees

~~(3)~~Tax ~~Exhibits~~fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the year ended December 31, 2025 and for the year ended December 31, 2024.

WeAll ~~hereby~~Other ~~file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.~~Fees

~~Item~~All 16other fees consist of fees billed for all other services. ~~Form~~We ~~10-K~~did ~~Summary~~not pay Withum for any other services for the years ended December 31, 2025 and 2024.

~~Omitted at~~Pre-Approval ~~the Company’s option.~~Policy

39Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, any such services rendered prior to the formation of our Audit Committee in 2021 were approved by our Board of Directors. Since the formation of our audit committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

~~RELATIVITY ACQUISITION CORP.~~

~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS~~32

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023		F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-6
Notes to Consolidated Financial Statements		F-7 to F-25

Table of Contents

~~F-1~~PART IV

~~Report~~Item 15. ofExhibit and ~~Independent~~Financial ~~Registered~~Statement ~~Public Accounting Firm~~Schedules.

To(a) ~~the~~The ~~Stockholders~~following ~~and~~documents ~~the~~are ~~Board~~filed ofas ~~Directors~~ part of this Report:

~~Relativity~~(1) ~~Acquisition~~Consolidated ~~Corp.~~Financial Statements

Opinion on the Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024		F-4
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended December 31, 2025 and 2024		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-6
Notes to Consolidated Financial Statements		F-7 to F-30

We have audited the accompanying consolidated balance sheets of Relativity Acquisition Corp. and its Subsidiary (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Going~~(2) ~~Concern~~Financial Statement Schedules

~~The~~All ~~accompanying consolidated~~ financial ~~statements have~~statement ~~been~~schedules ~~prepared~~are ~~assuming~~omitted ~~that~~because ~~the~~they ~~Company~~are ~~will~~not ~~continue~~applicable asor ~~a going concern. As discussed in Note 1 to~~ the ~~financial~~amounts ~~statements,~~are ~~if the~~immaterial ~~Company is unable to raise additional funds to alleviate liquidity needs~~ and ~~complete~~not ~~a business combination by February 15~~required, ~~2026, then~~or the ~~Company~~required ~~will~~information ~~cease~~is ~~all~~presented ~~operations~~in ~~except for~~ the ~~purpose~~financial ofstatements ~~liquidating. The liquidity condition~~ and ~~date~~notes ~~for~~thereto ~~mandatory~~beginning ~~liquidation and~~on ~~subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note~~ page F-1. ~~The consolidated financial statements do not include any adjustments that might result from the outcome~~ of this ~~uncertainty~~Report.

~~Basis~~(3) ~~for Opinion~~Exhibits

~~These~~We ~~consolidated~~hereby ~~financial~~file ~~statements~~as ~~are~~part ~~the responsibility~~ of ~~the~~this ~~Company’s~~Report ~~management.~~the ~~Our~~exhibits ~~responsibility~~listed isin ~~to express an opinion on~~ the ~~Company’s~~attached ~~consolidated financial statements based on our audits~~Exhibit Index. WeExhibits that are aincorporated ~~public~~herein ~~accounting~~by ~~firm~~reference ~~registered~~can ~~with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to~~ be ~~independent~~inspected ~~with~~on ~~respect to~~ the ~~Company~~SEC inwebsite ~~accordance~~at ~~with the U~~www.Ssec. ~~federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB~~gov.

~~We conducted our audits in accordance with the standards of the PCAOB~~Item 16. ~~Those~~Form 10-K ~~standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud~~Summary. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Our~~Omitted ~~audits~~at ~~included performing procedures to assess~~ the ~~risks~~Company’s ~~of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~option. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~/s/ WithumSmith+Brown, PC~~

~~New York, New York~~33

~~April~~Table ~~15,~~of ~~2025~~Contents

~~PCAOB~~RELATIVITY IDACQUISITION ~~Number 100~~CORP.

~~F-2~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

RELATIVITY ACQUISITION CORP.


Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024		F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2025 (as restated) and 2024		F-6
Notes to Consolidated Financial Statements		F-7 to F-30

~~CONSOLIDATED BALANCE SHEETS~~

	December 31, 2024			December 31, 2023
Assets
Current assets:
Cash	$	1,674		$	7,131
Prepaid expense		29,556			8,092
Due from sponsor		3,047			3,047
Total current assets		34,277			18,270
Cash and investments held in Trust Account		769,267			1,746,543
Total Assets	$	803,544		$	1,764,813
Liabilities, Redeemable Common Stock, and Stockholders’ Deficit
Current liabilities:
Due to related party	$	28,771		$	889
Accrued costs and expenses		1,998,193			1,595,283
Excise tax payable		10,192			—
Income tax payable		78,864			1,911
Promissory – related party		—			15,600
Franchise tax payable		8,600			18,000
Total current liabilities		2,124,620			1,631,683
Warrant liabilities		541,787			526,007
Total Liabilities		2,666,407			2,157,690
Commitments and Contingencies (Note 3 and Note 6)
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 63,241 and 153,295 shares subject to possible redemption as of December 31, 2024 and 2023, at a redemption value of $10.74 and $11.25 per share, respectively (Note 3)		679,072			1,723,901
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2024 and 2023		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 4,247,499 shares issued and outstanding as of December 31, 2024 and 2023, respectively (excluding 63,241 and 153,295 shares subject to possible redemption as of December 31, 2024 and 2023)		424			424
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 1 shares issued and outstanding as of December 31, 2024 and 2023, respectively		—			—
Accumulated deficit		(2,542,359	)		(2,117,202	)
Total Stockholders’ Deficit		(2,541,935	)		(2,116,778	)
Total Liabilities, Redeemable Common Stock, and Stockholders’ Deficit	$	803,544		$	1,764,813

~~The accompanying notes are an integral part of these consolidated financial statements.~~

F-31

~~RELATIVITY~~Table ~~ACQUISITION~~of ~~CORP.~~Contents

~~CONSOLIDATED~~Report ~~STATEMENTS~~of OFIndependent ~~OPERATIONS~~Registered Public Accounting Firm

	For the year ended December 31,			For the year ended December 31,
	2024			2023
General and administrative costs	$	741,798		$	2,300,807
Loss from operations		(741,798	)		(2,300,807	)
Other income (expense):
Change in fair value of warrant liabilities		(15,780	)		(72,885	)
Gain from extinguishment of promissory note		360,114			—
Interest income on cash and investments held in Trust Account		38,883			81,536
Total other income, net		383,217			8,651
Loss before provision for income taxes		(358,581	)		(2,292,156	)
Provision for income taxes		(81,983	)		(13,333	)
Net loss	$	(440,564	)	$	(2,305,489	)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		74,097			153,295
Basic and diluted net loss per common stock, Class A common stock subject to possible redemption	$	(0.10	)	$	(0.52	)
Basic and diluted weighted average shares outstanding, Class A common stock non-redeemable		4,247,499			3,684,742
Basic and diluted net loss per common stock, Class A common stock non-redeemable	$	(0.10	)	$	(0.52	)
Basic and diluted weighted average shares outstanding, Class B common stock		1			562,758
Basic and diluted net loss per common stock, Class B common stock	$	(0.10	)	$	(0.52	)

To the Stockholders and the Board of Directors of

~~The~~Relativity ~~accompanying~~Acquisition ~~notes are an integral part of these consolidated financial statements~~Corp.

~~F-4~~Opinion on the Consolidated Financial Statements

~~RELATIVITY~~We ~~ACQUISITION~~have ~~CORP~~audited the accompanying consolidated balance sheets of Relativity Acquisition Corp. and its Subsidiary (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

~~CONSOLIDATED~~Going ~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~Concern

~~FOR~~The ~~THE~~accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note ~~YEARS~~1 ~~ENDED~~to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by February ~~DECEMBER~~15, 312027, ~~2024 AND~~then ~~2023~~the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	Class A Common Stock				Class B Common Stock						Accumulated			Total Stockholders’
	Share		Amount		Share			Amount			Deficit			Deficit
Balance as of December 31, 2022		653,750	$	65		3,593,750		$	359		$	238,637		$	239,061
Conversion of Class B shares to Class A		3,593,749		359		(3,593,749	)		(359	)		—			—
Remeasurement for Class A common stock to redemption amount		—		—		—			—			(50,350	)		(50,350	)
Net loss		—		—		—			—			(2,305,489	)		(2,305,489	)
Balance as of December 31, 2023		4,247,499	$	424		1		$	—		$	(2,117,202	)	$	(2,116,778	)
Accretion for Class A common stock to redemption amount		—		—		—			—			25,599			25,599
Excise tax payable attributable to redemption of common stock		—		—		—			—			(10,192	)		(10,192	)
Net loss		—		—		—			—			(440,564	)		(440,564	)
Balance as of December 31, 2024		4,247,499	$	424		1		$	—		$	(2,542,359	)	$	(2,541,935	)

Basis for Opinion

~~The~~These ~~accompanying~~consolidated ~~notes~~financial statements are anthe ~~integral~~responsibility ~~part~~ of ~~these~~the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~F-5~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~RELATIVITY~~Our ~~ACQUISITION~~audits ~~CORP~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~CONSOLIDATED~~/s/ ~~STATEMENTS~~WithumSmith+Brown, ~~OF CASH FLOWS~~PC

	For the year ended December 31,			For the year ended December 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(440,564	)	$	(2,305,489	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investments held in Trust Account		(38,883	)		(81,536	)
Gain from extinguishment of promissory note		(360,114	)		—
Change in fair value of derivative warrant liabilities		15,780			72,885
Changes in operating assets and liabilities:
Prepaid expense		(21,464	)		47,297
Due to related party		27,882			(4,170	)
Accrued costs and expenses		402,910			1,393,627
Income tax payable		76,953			(421,427	)
Franchise tax payable		(9,400	)		(14,000	)
Net cash used in operating activities		(346,900	)		(1,312,813	)
Cash flows from investing activities:
Principal deposited in Trust Account		(28,216	)		(10,000	)
Interest withdrawal for tax obligations		25,145			16,803
Cash withdrawn from Trust Account in connection with redemption		(1,019,230	)		—
Net cash provided by (used in) investing activities		(1,022,301	)		6,803
Cash flows from financing activities:
Proceeds from promissory note related party (4503309 Nova Scotia Ltd.)		249,985			—
Proceeds from issuance of promissory note – related party (SVES)		94,529			—
Proceeds from issuance of promissory note – related party		—			15,600
Redemption of ordinary shares		1,019,230			(132,263	)
Net cash provided by (used in) financing activities		1,363,744			(116,663	)
Net change in cash		(5,457	)		(1,422,673	)
Cash, beginning of the year		7,131			1,429,804
Cash, end of the year	$	1,674		$	7,131
Supplemental disclosure of cash flow information:
Income taxes paid	$	24,970		$	475,187

We have served as the Company’s auditor since 2021.

~~The~~New ~~accompanying~~York, ~~notes~~New ~~are~~YorkMay an29, ~~integral part of these consolidated financial statements.~~2026

~~F-6~~PCAOB ID Number 100

~~RELATIVITY ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2024~~F-2

~~Note 1~~Table ~~— Organization~~of ~~and Business Operations~~Contents

~~Relativity~~RELATIVITY ~~Acquisition~~ACQUISITION ~~Corp~~CORP. (the “Relativity” or the “Company”) is a blank check company incorporated as a Delaware corporation on April 13, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry.

AsCONSOLIDATED ofBALANCE December 31, 2024, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through December 31, 2024 relates to the Company’s formation and the initial public offering (“IPO”), described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.SHEETS

The Company has selected December 31 as its fiscal year end.


		December 31,			December 31,
		2025			2024
Assets
Current assets:
Cash		$	7,140		$	1,674
Prepaid expense			2,890			29,556
Due from sponsor			8,186			3,047
Total current assets			18,216			34,277
Cash held in Trust Account			794,299			769,267
Total Assets		$	812,515		$	803,544

Liabilities, Redeemable Common Stock, and Stockholders’ Deficit
Current liabilities:
Due to related party		$	28,771		$	28,771
Accrued costs and expenses			2,592,439			1,998,193
Excise tax payable			10,285			10,192
Income tax payable			77,225			78,864
Advances from Instinct Brothers			433,190			—
Franchise tax payable			—			8,600
Total current liabilities			3,141,910			2,124,620
Warrant liabilities			767,970			541,787
Total Liabilities			3,909,880			2,666,407

Commitments and Contingencies (Note 3 and Note 6)
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 62,488 and 63,241 shares subject to possible redemption as of December 31, 2025 and 2024, at a redemption value of approximately $11.69 and $10.74 per share, respectively (Note 3)			726,019			679,072

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024			—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 4,247,499 shares issued and outstanding as of December 31, 2025 and 2024 (excluding 62,488 and 63,241 shares subject to possible redemption as of December 31, 2025 and 2024, respectively)			424			424
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 1 share issued and outstanding as of December 31, 2025 and 2024			—			—
Accumulated deficit			(3,823,808)			(2,542,359)
Total Stockholders’ Deficit			(3,823,384)			(2,541,935)
Total Liabilities, Redeemable Common Stock, and Stockholders’ Deficit		$	812,515		$	803,544

~~The sponsor is Relativity Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”).~~

The ~~registration~~accompanying ~~statement for~~notes ~~the~~are ~~Company’s~~an ~~IPO~~integral ~~was~~part ~~declared effective on February 10, 2022 (the “Effective Date”). On February 15, 2022, the Company consummated the IPO~~ of ~~14,375,000 units~~ atthese ~~$10.00 per~~consolidated ~~unit~~financial ~~(the “Units”), including the issuance of 1,875,000 units as a result of the full exercise of the underwriters’ over-allotment option, which is discussed in Note 3~~statements. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share.

Simultaneously with the consummation of the IPO, including 1,875,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover over-allotments, the Company consummated the private placement of 653,750 units (the “Private Placement Units”) to the Sponsor, at a price of $10.00 per Private Placement Unit in a private placement. Each Private Placement Unit consists of one share of Class A common stock and one warrant (“Private Placement Warrant”).

~~Transaction costs amounted to $~~F-3,890,326, consisting of $1,437,500 of underwriting commissions, $1,972,398 of the excess of the fair value of Class B common stock issued to underwriters over the share subscription receivable and $480,428 of other offering costs.

~~The~~Table ~~Company’s management has broad discretion with respect to the specific application~~ of ~~the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.~~Contents

~~The~~RELATIVITY ~~initial~~ACQUISITION Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of the business combination fee held in trust and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business CombinationCORP. However, the Company will only complete an initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

~~Following~~CONSOLIDATED ~~the~~STATEMENTS ~~closing~~OF of the IPO and full exercise of the over-allotment by the underwriters on February 15, 2022, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the net proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders.OPERATIONS

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion.


		For the			For the
		Year Ended			Year Ended
			December 31,			December 31,
		2025			2024
General and administrative expense		$	1,028,665		$	741,798
Loss from operations			(1,028,665)			(741,798)

Other (expense) income:
Change in fair value of warrant liabilities			(226,183)			(15,780)
Gain from extinguishment of promissory note			—			360,114
Gain from forgiveness of professional fees			13,688			—
Interest income on cash held in Trust Account			23,369			38,883
Total other (expense) income, net			(189,126)			383,217

Income (loss) before provision for income taxes			(1,217,791)			(358,581)
Provision for income taxes			(7,352)			(81,983)
Net loss		$	(1,225,143)		$	(440,564)

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption			62,591			74,097
Basic and diluted net loss per common stock, Class A common stock subject to possible redemption		$	(0.28)		$	(0.10)
Basic and diluted weighted average shares outstanding, Class A common stock non-redeemable			4,247,499			4,247,499
Basic and diluted net loss per common stock, Class A common stock non-redeemable		$	(0.28)		$	(0.10)
Basic and diluted weighted average shares outstanding, Class B common stock			1			1
Basic and diluted net loss per common stock, Class B common stock		$	(0.28)		$	(0.10)

~~F-7~~

~~RELATIVITY~~The ~~ACQUISITION~~accompanying ~~CORP. NOTES~~notes TOare ~~CONSOLIDATED~~an ~~FINANCIAL~~integral ~~STATEMENTS~~part of these consolidated financial statements.

~~DECEMBER 31, 2024~~

~~The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per~~F-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account initially was $10.20 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the business combination fee the Company will pay to the underwriters. There will be no redemption rights upon the completion of the initial Business Combination with respect to the Company’s warrants.4

~~The~~Table ~~shares~~ of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A common stock is not a “penny stock” upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.Contents

~~The~~RELATIVITY ~~Company~~ACQUISITION had 12 months from the closing of the IPO to complete the initial Business Combination, except that the Sponsor had two 3-month extensions available to it for a total of up to 18 months to complete the initial Business Combination (as set out below)CORP. On December 21, 2022, the Company held a special meeting of stockholders (the “Meeting”) in which the stockholders approved an amendment to the Company’s second amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial Business Combination from February 15, 2023 to August 15, 2023, by which is was required to pay $10,000 in the Trust Account. The Sponsor was permitted to extend the period of time to consummate a Business Combination for up to two times without stockholder approval, each for an additional three months (for a total of up to 24 months to complete a Business Combination (each such three-month period, a “Funded Extension Period”)), so long as the Company deposited an aggregate amount of $1,000 from its working capital into the trust account no later than the 21-month and 24-month anniversary of its IPO for each such extension that the Company determines to implement. The public stockholders were not entitled to vote or redeem their shares in connection with any Funded Extension Periods. On August 7, 2023, the Company announced that it had extended the date by which it has to consummate a Business Combination from August 15, 2023 to November 15, 2023, which is the first of two Funded Extension Periods. On November 9, 2023, the Company announced that it had extended the date by which it has to consummate a Business Combination from November 15, 2023 to February 15, 2024. In accordance with the Sponsor’s request and with the Company’s current charter, an aggregate amount of $1,000 from Relativity’s working capital was deposited into the Trust Account on August 3, 2023 and November 9, 2023, respectively. On November 9, 2023, Relativity announced that it had extended the date by which it has to consummate a Business Combination from November 15, 2023 to February 15, 2024.

OnCONSOLIDATED ~~February~~STATEMENTS ~~13,~~OF ~~2024,~~CHANGES ~~the Company~~IN announced that it had extended the date by which it has to consummate a Business Combination from February 15, 2024 to February 15, 2025 (the “Combination Period”). In connection with the extension on February 13, 2024, stockholders holding 90,054 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the CompanySTOCKHOLDERS’s Trust Account. As a result, approximately $1.02 million (approximately $11.32 per Public Share) was removed from the Trust Account to pay such holders and approximately $720,000 remained in the Trust Account. Following the redemptions, the Company had 63,241 Public Shares outstanding.DEFICIT

InFOR ~~connection~~THE YEARS ~~with the stockholders’ vote at the Meeting on December 21, 2022,~~ENDED ~~14,221,705~~DECEMBER ~~shares were submitted for redemption. In connection with the redemptions of public shares~~31, a2025 ~~total~~AND of $133,689 was withdrawn from the Company’s trust account in order to pay taxes prior to the Special Meeting, which amount had later been determined to be withheld in excess and should be returned to the public stockholders. As such, a portion of this rebate was sent to the financial institutions that had submitted share redemptions on behalf of their investor clients ahead of the Special Meeting and the balance to the trust account. The redemption rebate payments total $132,263 ($0.00930008 per redeemed share), with $1,426 returned to the trust account. In connection with the extension on February 13, 2024, stockholders holding 90,054 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $1.02 million (approximately $11.32 per Public Share) was removed from the Trust Account to pay such holders and approximately $720,000 will remain in the Trust Account. Following the redemptions, the Company had 63,241 Public Shares outstanding.

On February 13, 2025, the Company held a special meeting of stockholders (the “2025 Meeting”). At the 2025 Meeting, the Company’s stockholders approved an amendment to the Company’s fourth amended and restated certificate of incorporation (the “2025 Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from February 15, 2025 to February 15, 2026 or such earlier date as determined by the Company’s the Board. The Company filed the 2025 Charter Amendment with the Secretary of State of the State of Delaware.


		Class A					Class B								Total
		Common Stock					Common Stock					Accumulated			Stockholders’
		Share		Amount			Share		Amount			Deficit			Deficit
Balance as of December 31, 2023		4,247,499		$	424		1		$	—		$	(2,117,202)		$	(2,116,778)
Accretion for Class A common stock to redemption amount		—			—		—			—			25,599			25,599
Excise tax payable attributable to redemption of common stock		—			—		—			—			(10,192)			(10,192)
Net loss		—			—		—			—			(440,564)			(440,564)
Balance as of December 31, 2024		4,247,499		$	424		1		$	—		$	(2,542,359)		$	(2,541,935)
Accretion for Class A common stock to redemption amount		—			—		—			—			(56,213)			(56,213)
Excise tax payable attributable to redemption of common stock		—			—		—			—			(93)			(93)
Net loss		—			—		—			—			(1,225,143)			(1,225,143)
Balance as of December 31, 2025		4,247,499		$	424		1		$	—		$	(3,823,808)		$	(3,823,384)

In connection with the 2025 Meeting, stockholders holding 753 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $7,530 (approximately $11.96 per Public Share) was removed from the Trust Account to pay such holders. Following redemptions, the Company has 3,362,605 Class A common stock outstanding.

AsThe aaccompanying ~~result~~notes ofare ~~stockholder approval of the 2025 Charter Amendment and the Company’s implementation thereof,~~ an ~~aggregate~~integral ~~amount~~part of ~~$1,000~~these ~~per~~consolidated ~~month,~~financial ~~from the Sponsor or its designees as extension contribution shall be deposited in the Trust Account seven calendar days before February 28, 2025~~statements.

~~F-8~~

~~RELATIVITY ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-5

~~DECEMBER~~Table ~~31,~~of ~~2024~~Contents

IfRELATIVITY ~~the~~ACQUISITION Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable lawCORP.

~~The~~CONSOLIDATED ~~Sponsor,~~STATEMENTS ~~officers,~~OF ~~directors and~~CASH initial stockholders of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period; or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the initial Business Combination.FLOWS

On January 12, 2023, the Company received a determination letter (the “Letter”) from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the requirements of the Nasdaq Listing Rules set forth in (i) Listing Rule 5450(b)(2)(A), requiring a minimum of $50 million Market Value of Listed Securities, (ii) Listing Rule 5450(b)(2)(B), requiring a minimum 1,100,000 Publicly Held Shares, and (iii) Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares. In addition, the Letter stated that the Company did not comply with either of the alternative requirements for continued listing on The Nasdaq Global Market under Listing Rules 5450(b)(1) or 5450(b)(3), or the requirements for continued listing on The Nasdaq Capital Market under Listing Rule 5550. The Letter also indicated that the Staff had concerns that the Company might no longer comply with the minimum 400 Total Holders requirement of Listing Rule 5450(a)(2) due to the substantial number of stockholder redemptions and low number of shares remaining outstanding. Additionally, the Letter indicated that, while companies are normally afforded compliance periods or the ability to submit a plan of compliance in order to be granted time to regain compliance, the Staff had determined to apply a more stringent criteria as permitted under Nasdaq Listing Rule 5101 to delist the Company’s securities from The Nasdaq Global Market. As a result, the Letter indicated that the Staff had determined to delist the Company’s securities from The Nasdaq Global Market. The Staff’s determination was based on the Company’s Current Report on Form 8-K filed with Securities and Exchange Commission (the “SEC”) on December 28, 2022, in which the Company disclosed that holders of 14,221,705 shares of Class A common stock exercised their redemption rights in connection with a special meeting of stockholders held on December 21, 2022.


		For the			For the
		Year Ended			Year Ended
		December 31,			December 31,
		2025			2024
Cash flows from operating activities:
Net loss		$	(1,225,143)		$	(440,564)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on cash held in Trust Account			(23,369)			(38,883)
Gain from extinguishment of promissory note			—			(360,114)
Gain from forgiveness of professional fees			(13,688)			—
Change in fair value of derivative warrant liabilities			226,183			15,780
Changes in operating assets and liabilities:
Prepaid expense			26,666			(21,464)
Due to related party			—			27,882
Accrued costs and expenses			607,935			402,910
Income taxes payable			(1,639)			76,953
Due from Sponsor			(5,139)			—
Franchise tax payable			(8,600)			(9,400)
Net cash used in operating activities			(416,794)			(346,900)

Cash flows from investing activities:
Investment of cash in Trust Account			(28,708)			(28,216)
Interest withdrawal for tax obligations			17,777			25,145
Cash withdrawn from Trust Account in connection with redemption			9,266			1,019,230
Net cash used in investing activities			(1,664)			1,016,159

Cash flows from financing activities:
Proceeds from promissory note related party (4503309 Nova Scotia Ltd.)			433,190			249,985
Proceeds from issuance of promissory note – related party (SVES)			—			94,529
Redemption of ordinary shares			(9,266)			(1,019,230)
Net cash provided by financing activities			423,924			(674,716)

Net change in cash			5,466			(5,457)
Cash, beginning of the year			1,674			7,131
Cash, end of the year		$	7,140

Filing Compare · Relativity Acquisition Corp