UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~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 No. 001-40625

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, including zip code)

(888) 710-4420

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~March~~May 1715, 2025, there were 4,309,987 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.

RELATIVITY ACQUISITION CORP.

FORM 10-Q FOR THE ~~QUARTER~~QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~ 2025

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	1
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2927
Item 4.	Control and Procedures	2927
PART II – OTHER INFORMATION		3028
Item 1.	Legal Proceedings	3028
Item 1A.	Risk Factors	3028
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3028
Item 3.	Defaults Upon Senior Securities	3028
Item 4.	Mine Safety Disclosures	3028
Item 5.	Other Information	3028
Item 6.	Exhibits	3129
PART III		3230
SIGNATURES		3230

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” 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;

	●	“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;

●

“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;

●

“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;

●

“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 ;

●

“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);
	●	“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;

●

“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;

iii

	●	“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;

●

“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;

	●	“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;

●

“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.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

RELATIVITY ACQUISITION CORP. CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	March 31, 2025 (Unaudited)			December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash	$	4145,~~946~~438		$	71,~~131~~674
Prepaid expense		1815,~~028~~051			829,~~092~~556
Due from sponsor		3,047			3,047
Total current assets		63,~~021~~536			1834,~~270~~277
Cash and investments held in Trust Account		758,902			1,746,543
Cash held in Trust Account		773,667			769,267
Total Assets	$	~~821~~837,~~923~~203		$	1803,~~764,813~~544
Liabilities, Redeemable Common Stock, and Stockholders’ Deficit
Current liabilities:
Due to related party	$	28,771		$	~~889~~28,771
Accrued costs and expenses		12,~~910~~105,~~952~~014			1,~~595~~998,~~283~~193
Income tax payable		25,355			1,911
Excise tax payable		10,285			10,192
Excise tax payable		10,192			—
Income tax payable		76,469			78,864
Promissory note – related party		—			15,600
Advances from Instinct Brothers		225,000			—
Franchise tax payable		610,~~600~~800			188,~~000~~600
Total current liabilities		12,~~981~~456,~~870~~339			12,~~631~~124,~~683~~620
Warrant liabilities		~~459~~716,~~128~~864			~~526~~541,~~007~~787
Total Liabilities		23,~~440~~173,~~998~~203			2,~~157~~666,~~690~~407
Commitments and Contingencies (Note 6)
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 September 30, 2024 and December 31, 2023, at a redemption value of approximately $11.45 and $11.25 per share, respectively (Note 3)		724,216			1,723,901
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 March 31, 2025 and December 31, 2024, at a redemption value of approximately $11.08 and $10.74 per share, respectively (Note 3)		692,453			679,072
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023		—			—
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2025 and December 31, 2024		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 4,247,499 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively (excluding 63,241 and 153,295 shares subject to possible redemption as of September 30, 2024 and December 31, 2023)		424			424
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 4,247,499 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively (excluding 62,488 and 63,241 shares subject to possible redemption as of March 31, 2025 and December 31, 2024, respectively)		424			424
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 1 shares issued and outstanding as of September 30, 2024 and December 31, 2023		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 1 share issued and outstanding as of March 31, 2025 and December 31, 2024		—			—
Accumulated deficit		(23,~~343~~028,~~715~~877	)		(2,~~117~~542,~~202~~359	)
Total Stockholders’ Deficit		(23,~~343~~028,~~291~~453	)		(2,~~116~~541,~~778~~935	)
Total Liabilities, Redeemable Common Stock, and Stockholders’ Deficit	$	~~821~~837,~~923~~203		$	1803,~~764,813~~544

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

RELATIVITY ACQUISITION CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Formation and operating costs	$	~~100~~293,~~563~~991		$	~~667~~407,~~382~~744		$	~~627,354~~		$	~~2,109,560~~
Loss from operations		(~~100~~293,~~563~~991	)		(~~667~~407,~~382~~744	)		~~(627,354~~	)		~~(2,109,560~~	)
Other (expense) income:
Change in fair value of warrant liabilities		86(175,~~041~~077	)		—157,802			~~66,879~~			~~(254,731~~	)
Gain from extinguishment of promissory notes		249,985			—			360,114			—
Interest income on cash held in Trust Account		6,111			16,109
Interest income on investment held in Trust Account		8,059			22,354			32,059			58,608
Total other (expense) income, net		(168,966	)		173,911
Total other income, net		344,085			22,354			459,052			(196,123	)
Loss before provision for income taxes		(462,955	)		(233,833	)
Income (loss) before provision for income taxes		243,522			(645,028	)		(168,302	)		(2,305,683	)
Provision for income taxes		(821	)		(2,963	)
Provision for income taxes		(1,105	)		(3,754	)		(28,474	)		(9,299	)
Net loss	$	(463,778	)	$	(236,796	)
Net loss	$	242,417		$	(648,782	)	$	(196,776	)	$	(2,314,982	)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		62,911			107,267
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		63,241			153,295			77,755			153,295
Basic and diluted net loss per common stock, Class A common stock subject to possible redemption	$	(0.11	)	$	(0.05	)
Basic and diluted net income (loss) per common stock, Class A common stock subject to possible redemption	$	0.06		$	(0.15	)	$	(0.05	)	$	(0.53	)
Basic and diluted weighted average shares outstanding, Class A common stock non-redeemable		4,247,499			4,247,499
Basic and diluted weighted average shares outstanding, Class A common stock non-redeemable		4,247,499			4,247,499			4,247,499			3,494,397
Basic and diluted net loss per common stock, Class A common stock non-redeemable	$	(0.11	)	$	(0.05	)
Basic and diluted net income (loss) per common stock, Class A common stock non-redeemable	$	0.06		$	(0.15	)	$	(0.05	)	$	(0.53	)
Basic and diluted weighted average shares outstanding, Class B common stock		1			1
Basic and diluted weighted average shares outstanding, Class B common stock		1			1			1			753,103
Basic and diluted net loss per common stock, Class B common stock	$	(0.11	)	$	(0.05	)
Basic and diluted net income (loss) per common stock, Class B common stock	$	0.06		$	(0.15	)	$	(0.05	)	$	(0.53	)

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

RELATIVITY ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2024~~2025

	Class A Common Stock				Class B Common Stock				Accumulated			Total Stockholders’
	Share		Amount		Share		Amount		Deficit			Deficit
Balance as of December 31, 2023		4,247,499	$	424		1	$	—	$	(2,117,202	)	$	(2,116,778	)
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		—		—		—		—		(1922,~~384~~647	)		(1922,~~384~~647	)
Excise tax payable attributable to redemption of common stock		—		—		—		—		(~~10,192~~93	)		(~~10,192~~93	)
Net loss		—		—		—		—		(~~236~~463,~~796~~778	)		(~~236~~463,~~796~~778	)
Balance as of March 31, 2024 (unaudited)		4,247,499		424		1		—		(2,383,574	)		(2,383,150	)
Balance as of March 31, 2025 (unaudited)		4,247,499	$	424		1	$	—	$	(3,028,877	)	$	(3,028,453	)
Accretion for Class A common stock to redemption amount		—		—		—		—		11,076			11,076
Net loss		—		—		—		—		(202,397	)		(202,397	)
Balance as of September 30, 2024 (unaudited)		4,247,499		424		1		—		(2,574,895	)		(2,574,471	)
Accretion for Class A common stock to redemption amount		—		—		—		—		(11,237	)		(11,237	)
Net income (loss)		—		—		—		—		242,417			242,417
Balance as of September 30, 2024 (unaudited)		4,247,499		424		1		—		(2,343,715	)		(2,343,291	)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024

	Class A Common Stock				Class B Common Stock						~~Accumulated~~Additional Paid-in			~~Total~~Share ~~Stockholders’ Equity~~Subscription			Accumulated			Total Stockholders’
	Share		Amount		Share			Amount			~~Deficit~~Capital			~~(Deficit)~~Receivable			Deficit			Deficit
Balance as of December 31, 2022		653,750	$	65		3,593,750		$	359		$	238,637		$	239,061
Balance as of December 31, 2023		4,247,499	$	424		1		$	—		$	—		$	—		$	(2,117,202	)	$	(2,116,778	)
Conversion of Class B shares to Class A shares		3,593,749		359		(3,593,749	)		(359	)		—			—
Accretion for Class A common stock to redemption amount		—		—		—			—			—			—			(19,384	)		(19,384	)
Accretion for Class A common stock to redemption amount		—		—		—			—			(13,047	)		(13,047	)
Excise tax payable attributable to redemption of common stock		—		—		—			—			—			—			(10,192	)		(10,192	)
Net loss		—		—		—			—			~~(1,301,763~~—	)		~~(1,301,763~~—	)		(236,796	)		(236,796	)
Balance as of March 31, 2023 (unaudited)		4,247,499		424		1			—			(1,076,173	)		(1,075,749	)
Balance as of March 31, 2024 (unaudited)		4,247,499	$	424		1		$	—		$	—		$	—		$	(2,383,574	)	$	(2,383,150	)
Accretion for Class A common stock to redemption amount		—		—		—			—			(13,386	)		(13,386	)
Net loss		—		—		—			—			(364,438	)		(364,438	)
Balance as of June 30, 2023 (unaudited)		4,247,499		424		1			—			(1,453,996	)		(1,453,572	)
Accretion for Class A common stock to redemption amount		—		—		—			—			(6,600	)		(6,600	)
Net loss		—		—		—			—			(648,782	)		(648,782	)
Balance as of September 30, 2023 (unaudited)		4,247,499		424		1			—			(2,109,378	)		(2,108,954	)

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

RELATIVITY ACQUISITION CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023
	2025			2024
Cash flows from operating activities:
Net loss	$	(~~196~~463,~~776~~778	)	$	(2236,~~314,982~~796	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investment held in Trust Account		(32,059	)		(58,608	)
Interest income on cash and investments held in Trust Account		(6,111	)		(16,109	)
Gain from extinguishment of promissory note		(360,114	)		—
Change in fair value of derivative warrant liabilities		175,077			(157,802	)
Change in fair value of derivative warrant liabilities		(66,879	)		254,731
Changes in operating assets and liabilities:
Prepaid expense		~~(9,936~~—	)		252,~~175~~936
Accrued costs and expenses		~~315~~106,~~669~~822			1321,~~260,487~~450
Income taxes payable		23(2,~~444~~395	)		(~~423~~1,~~338~~911	)
Franchise tax payable		~~(11~~2,~~400~~200	)		(1716,~~700~~000	)
Due to related party		27,882			(4,170	)
Prepaid assets		14,505			—
Net cash used in operating activities		(~~310~~173,~~169~~680	)		(1104,~~278,405~~232	)
Cash flows from investing activities:
Investment of cash in Trust Account		(2419,~~675~~708	)		6(10,~~803~~509	)
Interest withdrawal for tax obligations		2512,~~145~~152			—25,146
Cash withdrawn from Trust Account in connection with redemption		(19,~~019,230~~266	)		—(1,019,230	)
Net cash (used in) provided by investing activities		(1,018,760	)		6,803
Net cash used in investing activities		(16,822	)		(1,004,593	)
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		225,000			82,988
Proceeds from issuance of promissory note – related party (SVES)		94,529			—
Redemption of Class A common stock		9,266			1,019,230
Redemption of ordinary shares		1,019,230			(132,263	)
Net cash provided by financing activities		234,266			1,102,218
Net cash provided by (used in) financing activities		1,363,744			(132,263	)
Net change in cash		43,764			(6,607	)
Net change in cash		34,815			(1,403,865	)
Cash, beginning of the period		1,674			7,131
Cash, beginning of the period		7,131			1,429,804
Cash, end of the period	$	45,438		$	524
Cash, end of the period	$	41,946		$	25,939
Supplementary cash flow information:
Income taxes paid	$	24,970		$	440,137
Cash paid for federal income taxes	$	3,216		$	5,030
Non-cash financing activities:
Excise taxes payable related to redemptions	$	93		$	10,192

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

RELATIVITY ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~September~~March 3031, ~~2024~~2025

Note 1 — Organization and Business Operations

Relativity Acquisition 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.

As of ~~September~~March 3031, ~~2024~~2025, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through March ~~September 30~~31, ~~2024~~ 2025 relates to the Company’s formation and the initial public offering (“IPO”), described below, and identifying a 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.

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

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

The registration statement for the Company’s IPO was declared effective on February 10, 2022 (the “Effective Date”). On February 15, 2022, the Company consummated the IPO of 14,375,000 units at $10.00 per unit (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. 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 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 $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 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.

The initial 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 Combination. 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 the closing 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.

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.

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-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.

The 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.

The Company 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). 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~~Trust ~~account~~ 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. Subsequent to the year ended December 31, 2023, 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, 2024 to February 15, 2025.

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, 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 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 remained in the Trust Account. Following the redemptions, the Company had 63,241 Public Shares outstanding.

In connection with the stockholders’ vote at the Meeting on December 21, 2022, 14,221,705 shares were submitted for redemption. In connection with the redemptions of public shares, a total of $133,689 was withdrawn from the Company’s ~~trust~~Trust ~~account~~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~~Trust ~~account~~Account. The redemption rebate payments total $132,263 ($0.00930008 per redeemed share), with $1,426 returned to the ~~trust~~Trust ~~account~~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.

~~If the Company is unable~~On toFebruary ~~complete~~13, ~~the initial Business Combination within the Combination Period~~2025, the Company ~~will~~held ~~(i)~~a ~~cease~~special ~~all~~meeting ~~operations~~of ~~except~~stockholders ~~for~~ (the ~~purpose~~ of“2025 ~~winding up, (ii~~Meeting”). asAt ~~promptly as reasonably possible but not more than ten business days thereafter, redeem~~ the ~~public~~2025 ~~shares~~Meeting, at ~~a per-share price, payable in cash, equal to~~ the ~~aggregate amount then on deposit in the Trust Account including interest earned on~~Company’s ~~the~~stockholders ~~funds~~approved ~~held~~an inamendment ~~the Trust Account and not previously released~~ to the Company ~~to pay the Company~~’s ~~franchise~~fourth amended and ~~income~~restated ~~taxes (less~~certificate ~~up to $100,000~~ of ~~interest~~incorporation to(the “2025 Charter ~~pay dissolution expenses~~Amendment”), ~~divided~~to byextend the ~~number~~date ofby ~~then outstanding public shares,~~ which ~~redemption will~~the ~~completely~~Company ~~extinguish~~must ~~public~~consummate ~~stockholders’~~its ~~rights~~initial asbusiness ~~stockholders~~combination ~~(including~~from ~~the~~February ~~right to receive further liquidating distributions~~15, if2025 ~~any), subject~~ to ~~applicable~~February ~~law~~15, ~~and~~2026 ~~(iii)~~or ~~as promptly as reasonably possible following~~ such ~~redemption,~~earlier ~~subject~~date toas ~~the~~determined ~~approval~~by of the Company’s ~~remaining~~the ~~stockholders~~Board. ~~and~~The ~~the~~ Company’s ~~board~~filed ofthe ~~directors,~~2025 ~~dissolve~~Charter ~~and liquidate, subject in each case to~~Amendment with the ~~Company’s~~Secretary ~~obligations~~of ~~under~~State ~~Delaware law to provide for claims~~ of ~~creditors and~~ the ~~requirements~~State of ~~other applicable law~~Delaware.

6In 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 $9,266 (approximately $12.31 per Public Share) was removed from the Trust Account to pay such holders. Following redemptions, the Company has 62,488 Class A common stock outstanding.

The Sponsor, officers, directors and 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.6

~~On January 12, 2023, the~~As ~~Company received~~ a ~~determination~~result ~~letter~~of ~~(the~~stockholder ~~“Letter”)~~approval ~~from~~of the ~~Nasdaq~~2025 ~~Listing~~Charter ~~Qualifications~~Amendment ~~staff~~and (the ~~“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the~~ Company’s ~~was~~implementation ~~not in compliance with the requirements of the Nasdaq Listing Rules set forth in (i) Listing Rule 5450(b)(2)(A)~~thereof, ~~requiring~~an aaggregate ~~minimum~~amount of ~~$50 million Market Value of Listed Securities,~~ ~~(ii) Listing Rule 5450(b)(2)(B), requiring a minimum~~ $1,~~100,~~000 ~~Publicly~~per ~~Held Shares~~month, ~~and~~from ~~(iii) Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares. In addition,~~ the ~~Letter~~Sponsor ~~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~~its ~~the~~designees ~~requirements~~as ~~for~~extension ~~continued~~contribution ~~listing~~shall onbe ~~The~~deposited 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~~Trust ~~had~~Account ~~determined~~seven ~~to apply a more stringent criteria as permitted under Nasdaq Listing Rule 5101 to delist~~calendar ~~the~~days ~~Company’s~~before ~~securities~~February 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, 20222025.

InIf the ~~addition,~~Company onis ~~January 11,~~unable ~~2023,~~to complete the ~~Staff~~initial ~~determined~~Business toCombination ~~halt~~within ~~trading~~the inCombination Period, the Company’s ~~securities~~will (i) cease all operations except for the ~~“Trading~~purpose ~~Halt”~~of winding up, (ii). ~~The~~as ~~Company~~promptly ~~requested~~as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a ~~hearing~~per-share ~~before~~price, payable in cash, equal to the ~~Nasdaq~~aggregate ~~Hearings~~amount ~~Panel~~then (on deposit in the ~~“Panel”)~~Trust toAccount ~~appeal~~including interest earned on the ~~Staff’s~~funds ~~delisting~~held ~~determination.~~in Athe ~~hearing~~Trust ~~request stays~~Account ~~any~~and ~~suspension~~not orpreviously ~~delisting~~released ofto the Company’s ~~securities,~~to ~~and~~pay the Company’s ~~securities~~franchise and ~~continued~~income taxes (less up to be$100,000 ~~listed~~of oninterest ~~The~~to pay dissolution expenses), divided by the number of then outstanding public shares, ~~Nasdaq~~which ~~Global~~redemption ~~Market~~will ~~until~~completely extinguish public stockholders’ rights as stockholders (including the ~~hearing~~right ~~process~~to ~~concluded~~receive further liquidating distributions, if any), subject to applicable law, and ~~the~~(iii) ~~Panel~~as ~~issued~~promptly aas ~~written~~reasonably ~~decision~~possible following such redemption, subject to the ~~hearing.~~approval Atof ~~this~~the ~~juncture~~Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s isobligations ~~unable~~under Delaware law to provide ~~assurance~~for asclaims toof ifcreditors and ~~when~~ the ~~trading~~requirements ~~halt~~of other ~~will~~applicable ~~be released~~law.

OnThe Sponsor, ~~March~~officers, 2directors and initial stockholders of the Company have entered into a letter agreement with the Company, ~~2023~~pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, ~~Relativity~~private placement shares and public ~~had~~shares ain ~~hearing~~connection ~~before~~with the ~~Panel~~completion of the initial Business Combination; (ii) waive their redemption rights with respect to ~~appeal~~their founder shares and public shares in connection with a stockholder vote to approve an amendment to the ~~Staff~~Company’s ~~delisting~~amended ~~determination.~~and ~~After~~restated certificate of incorporation (A) to modify the ~~hearing,~~substance or timing of the ~~Panel~~Company’s ~~requested~~obligation ~~additional information~~to ~~from~~redeem ~~Relativity,~~100% ~~which~~of ~~was~~the ~~provided~~public onshares if ~~April~~the ~~12,~~Company ~~2023.~~does Onnot ~~April~~complete ~~20,~~the ~~2023,~~initial Business Combination within the ~~Panel~~Combination ~~granted~~Period; ~~Relativity~~or (B) with respect to any other provision relating to stockholders’s ~~request~~rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions ~~continue~~from the ~~listing~~Trust ofAccount ~~its~~with ~~securities~~respect onto their founder shares and private placement shares if the ~~Nasdaq~~Company ~~Capital~~fails ~~Market.~~to ~~However~~complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the ~~Panel~~Trust ~~did~~Account with ~~not~~respect ~~remove~~to any public shares they hold if the ~~Trading~~Company ~~Halt.~~fails Onto ~~June~~complete 3,the ~~2024,~~initial Business Combination within the prescribed time ~~Nasdaq~~frame; ~~filed~~and a(iv) ~~form~~vote ~~25-NSE~~any ~~removing~~founder shares held by them and ~~delisting~~any public shares purchased during or after the ~~Company’s~~IPO ~~securities~~(including ~~from~~in ~~Nasdaq~~open market and ~~Section~~privately ~~12b~~negotiated transactions) in favor of the ~~Securities~~initial ~~and~~Business ~~Exchange Act~~Combination.

On January ~~November 9~~12, 2023, ~~Relativity~~the Company received a determination letter (the “Letter”) from the Nasdaq Listing Qualifications staff ~~announced~~(the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that itthe 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 ~~extended~~concerns that the ~~date~~Company bymight ~~which~~no itlonger ~~has~~comply with the minimum 400 Total Holders requirement of Listing Rule 5450(a)(2) due to the ~~consummate~~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 ~~Business~~plan ~~Combination~~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 ~~November~~The 15Nasdaq Global Market. As a result, ~~2023~~the Letter indicated that the Staff had determined to ~~February~~delist the 15Company’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, ~~2024~~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.

OnIn addition, ~~March~~on 27January 11, ~~2024~~2023, ~~Mr.~~the ~~John Anthony~~Staff ~~Quelch~~determined ~~resigned~~to ~~from~~halt trading in the Company.’s securities (the “Trading Halt”). The ~~resignation~~Company ~~was~~requested ~~not~~a hearing before the ~~result~~Nasdaq ofHearings ~~any~~Panel ~~disagreement~~(the ~~with~~“Panel”) to appeal the ~~Company~~Staff’s ordelisting determination. A hearing request stays any ~~matter~~suspension ~~relating to~~or delisting of the Company’s ~~operations~~securities, ~~policies~~and orthe ~~practices~~Company’s securities continued to be listed on The Nasdaq Global Market until the hearing process concluded and the Panel issued a written decision following the hearing. At this juncture, the Company is unable to provide assurance as to if and when the trading halt will be released.

On July 11, 2024, the Company announced that it entered into a non-binding Letter of Intent (“LOI”) providing for a proposed business combination (the “Transaction”) that will result in the Company acquiring 100% of the outstanding equity and equity equivalents of 4503309 Nova Scotia Ltd., (to be renamed “Mazaii Corp Ltd.”) (“Mazaii”). The exclusivity period of the LOI expired on September 12, 2024 by which time both parties had chosen to not proceed.7

7On March 2, 2023, Relativity had a hearing before the Panel to appeal the Staff’s delisting determination. After the hearing, the Panel requested additional information from Relativity, which was provided on April 12, 2023. On April 20, 2023, the Panel granted Relativity’s request to continue the listing of its securities on the Nasdaq Capital Market. However, the Panel did not remove the Trading Halt. On June 3, 2024, Nasdaq filed a form 25-NSE removing and delisting the Company’s securities from Nasdaq and Section 12b of the Securities and Exchange Act.

~~Risks~~On March ~~and~~27, ~~Uncertainties~~2024, Mr. John Anthony Quelch resigned from the Company. The resignation was not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

~~Results~~On July of11, ~~operations~~2024, ~~and~~ the Company’s ~~ability~~announced ~~to complete an initial Business Combination may be adversely affected by various factors~~ that ~~could~~it ~~cause economic~~entered ~~uncertainty~~into ~~and~~a ~~volatility~~non-binding inLetter ~~the financial markets, many~~ of ~~which~~Intent ~~are~~(“LOI”) ~~beyond~~providing ~~its~~for ~~control.~~a ~~The~~ proposed business ~~could~~combination be(the ~~impacted~~“Transaction”) ~~by, among~~that ~~other~~will ~~things,~~result ~~downturns~~ in the ~~financial~~Company ~~markets~~acquiring or100% inof ~~economic~~the ~~conditions,~~outstanding ~~inflation,~~equity ~~increases~~and ~~in interest rates, adverse developments~~equity ~~affecting~~equivalents ~~the~~of ~~financial~~4503309 ~~services~~Nova ~~industry,~~Scotia ~~and~~Ltd. ~~geopolitical~~(to ~~instability,~~be ~~such~~renamed as“Mazaii ~~the~~Corp ~~military~~Ltd.”) ~~conflict in the Ukraine~~(“Mazaii”). The ~~Company~~exclusivity ~~cannot~~period atof ~~this time fully predict~~ the ~~likelihood~~LOI ofexpired ~~one~~on orSeptember ~~more of the above events~~12, ~~their~~2024 ~~duration~~by ~~or magnitude or the extent to~~ which ~~they may~~time ~~negatively~~both ~~impact~~parties ~~the~~had ~~Company’s~~chosen ~~business and its ability~~ to ~~complete an initial Business Combination. The condensed consolidated financial statements do~~ not ~~include any adjustments that might result from the outcome of these uncertainties~~proceed.

~~Consideration~~On January 31, 2025, Mr. Francis Knuettel II, resigned as a Board member and as a member of IRthe ~~Act~~Audit ~~Excise~~Committee. ~~Tax~~Mr. Knuettel II had no disagreements with the Company on any matter related to the Company’s operations, policies or practices.

On February ~~August 16~~1, ~~2022~~2025, the ~~Inflation~~ ~~Reduction~~Company ~~Act~~appointed ofDavid ~~2022~~Kane ~~(the~~as ~~“IR Act”) was signed into federal law. The IR Act provides for, among other things,~~ a ~~new~~Director ~~U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations~~ and ~~certain~~Chair ~~U.S. domestic subsidiaries~~ of ~~publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on~~ the ~~repurchasing corporation~~Audit ~~itself~~Committee, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and ~~other~~Jessica ~~guidance~~Assaf toas ~~carry~~a ~~out~~Director and Chair ~~prevent the abuse or avoidance~~ of the ~~excise~~Compensation ~~tax~~Committee.

~~Any redemption or other~~Risks ~~repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether~~ and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.Uncertainties

OnResults of ~~February~~operations ~~13,~~and ~~2024,~~ the Company’s ~~stockholders~~ability ~~redeemed~~to ~~90,054~~complete ~~public~~an ~~shares~~initial ofBusiness ~~common~~Combination ~~stock,~~may ~~for~~be aadversely ~~total~~affected ~~redemption~~by ~~amount~~various offactors that ~~$1,019,230.~~could ~~The~~cause ~~Company evaluated~~economic ~~the~~uncertainty ~~classification~~ and ~~accounting~~volatility ofin the ~~stock~~financial ~~redemption under ASC 450~~markets, ~~“Contingencies”.~~many ~~ASC~~of ~~450~~which ~~states~~are ~~that~~beyond ~~when a~~its ~~loss~~control. ~~contingency~~The ~~exists~~business ~~the~~could be ~~likelihood~~impacted ~~that~~by, ~~the~~among ~~future~~other ~~event(s)~~things, ~~will~~downturns ~~confirm~~in the ~~loss~~financial markets or ~~impairment~~in ofeconomic anconditions, ~~asset~~inflation, orincreases ~~the~~in ~~incurrence~~interest ofrates, aadverse ~~liability~~developments ~~can~~affecting ~~range~~the ~~from~~financial ~~probable~~services toindustry, ~~remote.~~and Ageopolitical ~~contingent~~instability, ~~liability~~such ~~must~~as bethe ~~reviewed~~military atconflict ~~each~~in ~~reporting~~the ~~period to determine appropriate treatment~~Ukraine. The Company ~~evaluated~~cannot ~~the~~at ~~current~~this ~~status~~time offully ~~completing~~predict anthe ~~initial~~likelihood ~~business~~of ~~combination~~one asor ~~well~~more asof ~~variability~~the ofabove ~~its~~events, ~~liquidation date~~their asduration ofor ~~September~~magnitude ~~30,~~or ~~2024~~the ~~and~~extent to ~~concluded~~which ~~that~~they itmay isnegatively ~~probable~~impact ~~that~~the aCompany’s ~~contingent~~business ~~liability~~and ~~should~~its beability ~~recorded.~~to Ascomplete ofan ~~September~~initial ~~30,~~Business ~~2024,~~Combination. The unaudited ~~the~~condensed ~~Company~~consolidated ~~recorded~~financial ~~$10,192~~statements ofdo ~~excise~~not ~~tax~~include ~~liability~~any ~~calculated~~adjustments asthat 1%might ofresult ~~shares~~from ~~redeemed~~the onoutcome ~~February~~of ~~13,~~these ~~2024~~uncertainties.

~~Liquidity,~~Consideration of ~~Capital~~IR ~~Resources~~Act ~~and~~Excise ~~Going Concern~~Tax

AsOn August 16, 2022, the Inflation Reduction Act of ~~September~~2022 30(the “IR Act”) was signed into federal law. The IR Act provides for, among ~~2024~~other things, a new 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. The excise tax is imposed on the ~~Company~~repurchasing ~~had $41~~corporation itself,~~946~~ innot its ~~operating~~stockholders ~~bank~~from ~~account~~which ~~and~~shares aare ~~working~~repurchased. ~~capital~~The ~~deficit~~amount of $the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However,~~918~~ for purposes of calculating the excise tax,~~849~~ repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

The Company will need to raise additional funds in order to meet the expenditures required for operating the business. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working 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 private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted) at the option of the lender. Such units would be identical to the Private Placement Units. The terms of such working capital loans by the Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At September 30, 2024 and December 31, 2023, no such Working Capital Loans were outstanding.8

8Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

~~In connection with the Company’s~~On ~~assessment~~February ~~of going concern considerations in accordance with FASB ASC Topic 205-40~~13, ~~“Presentation~~2024 ofand ~~Financial Statements—Going Concern~~2025,” the Company’s ~~has~~stockholders ~~until~~redeemed ~~February 15~~90,054 ~~2026~~and ~~(absent~~753 ~~any~~public ~~extensions~~shares of ~~such~~common ~~period,~~stock ~~pursuant~~for toa ~~the~~total ~~terms described above)~~redemption toamount ~~consummate~~of ~~the~~$1,019,230 ~~proposed~~and ~~Business~~$9,266, ~~Combination~~respectively. ItThe isCompany ~~uncertain~~evaluated ~~whether~~ the ~~Company~~classification ~~will~~and beaccounting ~~able~~of ~~to consummate~~ the ~~proposed~~stock ~~Business~~redemption under ~~Combination~~ASC by450, ~~this date~~“Contingencies”. IfASC a450 ~~Business~~states ~~Combination~~that iswhen ~~not~~a ~~consummated~~loss bycontingency ~~this date~~exists, ~~unless~~the likelihood that ~~time~~the isfuture ~~extended~~ event(~~as provided above, or pursuant to a stockholder vote~~s), ~~there~~ will confirm bethe aloss ~~mandatory~~or ~~liquidation~~impairment ~~and subsequent dissolution~~ of ~~the~~an ~~Company.~~asset ~~Management~~or ~~has determined that~~ the ~~liquidity~~incurrence ~~condition~~of ~~and~~a ~~mandatory~~liability ~~liquidation,~~can ~~should~~range afrom ~~Business~~probable ~~Combination~~to ~~not~~remote. ~~occur,~~A ~~and~~contingent ~~potential subsequent dissolution~~liability ~~raises~~must ~~substantial~~be ~~doubt~~reviewed ~~about~~at ~~the~~each ~~Company’s~~reporting ~~ability~~period to ~~continue~~determine asappropriate ~~a going concern~~treatment. NoThe ~~adjustments~~Company ~~have~~evaluated ~~been~~the ~~made~~current tostatus ~~the~~of ~~carrying~~completing ~~amounts~~an ofinitial ~~assets~~business orcombination ~~liabilities~~as ~~should~~well ~~the~~as ~~Company~~variability beof ~~required~~its toliquidation ~~liquidate~~date byas ~~February~~of 15March 31, ~~2026.~~2025 ~~The~~and ~~Company~~concluded ~~intends~~that toit ~~complete~~is ~~the~~probable ~~proposed~~that ~~Business~~a ~~Combination~~contingent ~~before~~liability ~~the~~should ~~end~~be ofrecorded. ~~the~~As ~~Combination~~of ~~Period.~~March ~~However~~31, ~~there~~2025, ~~can~~the beCompany norecorded ~~assurance~~$10,285 ~~that~~of ~~the~~excise ~~Company~~tax ~~will~~liability ~~be able~~calculated toas ~~consummate~~1% ~~any~~of ~~Business~~shares ~~Combination~~redeemed byon ~~the~~February ~~end~~13, of2024 ~~the~~and ~~Combination Period~~2025.

~~Note 2~~Liquidity, Capital ~~— Significant~~Resources ~~Accounting~~and ~~Policies~~Going Concern

~~Basis~~As of March 31, 2025, the Company had $45,438 in its operating bank account and a working capital deficit of ~~Presentation~~$2,392,803.

The ~~accompanying unaudited~~ ~~condensed~~Company ~~consolidated~~will ~~financial~~need ~~statements~~to ~~are~~raise ~~presented~~additional funds in Uorder to meet the expenditures required for operating the business.S. ~~dollars~~In order to finance transaction costs in ~~conformity~~connection with ~~accounting~~an ~~principles~~intended ~~generally~~initial ~~accepted in~~Business Combination, the ~~United~~Sponsor ~~States~~or an affiliate of ~~America~~the ~~(“U.S.~~Sponsor ~~GAAP”)~~or ~~for~~certain of ~~financial~~the ~~information~~Company’s officers and ~~pursuant~~directors may, but are not obligated to, loan the ~~rules~~Company ~~and~~funds ~~regulations~~as ofmay be required (the “Working ~~SEC~~Capital Loans”). ~~Accordingly~~If the Company completes the initial Business Combination, ~~they~~the doCompany ~~not~~would ~~include~~repay ~~all~~the Working Capital Loans out of the ~~information~~proceeds ~~and~~of ~~footnotes~~the ~~required~~Trust byAccount ~~U.S.~~released ~~GAAP~~to the Company. In the ~~opinion~~event ofthat ~~management~~the initial Business Combination does not close, the ~~unaudited~~ ~~condensed~~Company ~~consolidated~~may ~~financial~~use ~~statements~~a ~~reflect~~portion ~~all~~of ~~adjustments,~~the ~~which~~working ~~include~~capital ~~only~~held ~~normal~~outside ~~recurring~~the ~~adjustments,~~Trust ~~necessary~~Account ~~for~~to repay the ~~fair~~ ~~statement~~Working ofCapital Loans, but no proceeds from the ~~balances~~Trust ~~and~~Account ~~results~~would ~~for~~be used to repay the ~~periods~~Working ~~presented~~Capital Loans. ~~The~~Up ~~interim~~to ~~results~~$1,500,000 ~~for~~of ~~the~~such ~~three~~working ~~and~~capital ~~nine~~loans ~~months~~may ~~ended~~be ~~September~~convertible ~~30,~~into ~~2024~~private ~~are~~placement-equivalent ~~not~~units ~~necessarily~~at ~~indicative~~a price of ~~the~~$10.00 ~~results~~per tounit be(which, ~~expected~~ for example, would result in the ~~year~~holders ~~ending~~being ~~December~~issued 31150,000 units ~~2024~~if or$1,500,000 ~~for~~of ~~any~~notes ~~future~~were ~~interim periods~~so converted) at the option of the lender. Such units would be identical to the Private Placement Units. The ~~accompanying~~terms ~~unaudited~~of ~~condensed~~such ~~financial~~working ~~statements~~capital ~~should~~loans beby ~~read~~the inSponsor ~~conjunction~~or ~~with~~its affiliates, or the Company’s ~~audited~~officers ~~financial~~and directors, if any, have ~~statements~~not been determined and ~~notes~~no ~~thereto~~written ~~included~~agreements inexist with respect to the ~~Form~~Working ~~10-K~~Capital ~~filed~~Loans. byThe Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company ~~with~~does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the ~~SEC~~Trust onAccount. ~~September~~At 26March 31, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

~~Principles~~In connection with the Company’s assessment of ~~Consolidation~~going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation 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, 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, 2026. 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.

~~The accompanying condensed~~Note 2 ~~consolidated~~— Significant ~~financial~~Accounting ~~statements include the accounts of the Company and its wholly owned subsidiary, Relativity Holdings Inc. There has been no intercompany activity since inception.~~Policies

~~Emerging~~Basis of ~~Growth Company Status~~Presentation

The accompanying ~~Company~~unaudited iscondensed anconsolidated ~~“emerging growth~~financial ~~company,”~~statements asare ~~defined~~presented in ~~Section~~U.S. 2dollars ~~(a) of~~in ~~the~~conformity ~~Securities~~with ~~Act,~~accounting asprinciples generally ~~modified~~accepted byin the ~~Jumpstart~~United ~~Our~~States ~~Business~~of ~~Startups~~America ~~Act of 2012~~ (~~the~~ “~~JOBS~~U.S. ~~Act~~GAAP”), for financial information and itpursuant ~~may~~to ~~take~~the ~~advantage~~rules and regulations of ~~certain~~the ~~exemptions~~SEC. ~~from~~Accordingly, ~~various~~they ~~reporting~~do ~~requirements~~not ~~that~~include ~~are~~all ~~applicable to~~of ~~other~~the ~~public~~information ~~companies~~and ~~that~~footnotes ~~are~~required ~~not~~by ~~emerging~~U.S. ~~growth~~GAAP. ~~companies~~In ~~including~~the opinion of management, ~~but~~the ~~not~~unaudited ~~limited~~condensed toconsolidated financial statements reflect all adjustments, ~~not~~which ~~being~~include ~~required~~only tonormal ~~comply~~recurring ~~with~~adjustments, necessary for the ~~auditor~~ ~~attestation~~fair ~~requirements~~statement of ~~Section~~the ~~404~~balances and results for the periods presented. The interim results for the three months ended March 31, 2025 are not necessarily indicative of the ~~Sarbanes-Oxley~~results ~~Act~~to be expected for the year ending December 31, ~~reduced~~2025 ~~disclosure~~or ~~obligations~~for ~~regarding~~any ~~executive~~future ~~compensation~~interim inperiods. ~~its~~The ~~periodic~~accompanying ~~reports~~unaudited ~~and~~condensed ~~proxy~~consolidated financial statements ~~and~~should ~~exemptions~~be ~~from~~read in conjunction with the ~~requirements~~Company’s audited ofconsolidated ~~holding~~financial astatements ~~nonbinding~~and ~~advisory~~notes ~~vote~~thereto onincluded ~~executive compensation~~in ~~and~~the ~~stockholder~~Form ~~approval~~10-K offiled ~~any~~by ~~golden~~the ~~parachute~~Company ~~payments~~with ~~not~~the ~~previously~~SEC ~~approved~~on April 15, 2025.

~~Further, Section 102(b)(1) of~~Principles 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 of 1934 (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. The Company has 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, the Company, 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 the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Consolidation

~~Use~~The accompanying condensed consolidated financial statements include the accounts of ~~Estimates~~the Company and its wholly owned subsidiary, Relativity Holdings Inc. There has been no intercompany activity since inception.

~~The preparation of condensed~~Emerging ~~consolidated~~Growth ~~financial~~Company 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.Status

~~Making~~The Company ~~estimates~~is ~~requires management~~an to“emerging ~~exercise~~growth ~~significant~~company,” ~~judgment.~~as Itdefined isin atSection ~~least~~2(a) of ~~reasonably~~the ~~possible~~Securities ~~that~~Act, ~~the~~as ~~estimate~~modified ofby the ~~effect~~Jumpstart Our Business Startups Act of 2012 a(the ~~condition~~“JOBS Act”), ~~situation or~~and ~~set~~it may take advantage of ~~circumstances~~certain ~~that~~exemptions ~~existed~~from atvarious reporting ~~the~~requirements ~~date~~that ofare ~~the~~applicable ~~condensed~~to ~~consolidated~~other ~~financial~~public ~~statements,~~companies ~~which~~that ~~management~~are ~~considered~~not inemerging ~~formulating its~~growth ~~estimate~~companies including, ~~could~~but ~~change~~not inlimited to, ~~the~~not ~~near~~being ~~term~~required ~~due~~ to ~~one~~comply orwith ~~more~~the ~~future~~auditor ~~confirming~~attestation ~~events.~~requirements ~~Accordingly,~~of Section 404 of the ~~actual~~Sarbanes-Oxley ~~results~~Act, ~~could~~reduced ~~differ~~disclosure ~~significantly~~obligations ~~from~~regarding ~~those~~executive ~~estimates.~~compensation ~~The~~in ~~Company~~its ~~has~~periodic ~~determined~~reports ~~the~~and ~~more~~proxy ~~significant~~statements ~~accounting~~and ~~estimates~~exemptions ~~included~~from in the ~~condensed~~requirements ~~consolidated~~of holding ~~financial~~a ~~statements~~nonbinding isadvisory ~~the~~vote ~~determination~~on ofexecutive ~~the~~compensation ~~fair~~and ~~value~~stockholder approval of ~~derivative~~any ~~financial~~golden ~~instruments~~parachute aspayments ~~described~~not ~~below~~previously approved.

~~Cash~~Further, 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 of 1934 (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 ~~Cash~~comply ~~Equivalents~~with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has 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, the Company, 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 the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The Company considers all~~Use ~~short-term investments with an original maturity~~ of three months or less when purchased to be cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had cash of $41,946 and $7,131, respectively. The Company did not have any cash equivalents as of September 30, 2024 and December 31, 2023.Estimates

~~Cash~~The preparation ~~and~~of ~~Investments~~unaudited ~~Held~~condensed consolidated financial statements in ~~Trust~~conformity ~~Account~~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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

AsMaking estimates ofrequires ~~September~~management ~~30,~~to ~~2024, the~~exercise ~~Company~~significant ~~held~~judgment. ~~$758,902~~It inis ~~cash~~at inleast ~~its~~reasonably ~~Trust~~possible ~~Account.~~that ~~Additionally,~~the asestimate of ~~December 31, 2023,~~ the ~~Company~~effect ~~had $1,746,543 in investments~~of ~~within~~a ~~the Trust Account~~condition, ~~primarily~~situation ~~consisting~~or set of ~~money~~circumstances ~~market~~that ~~funds~~existed ~~invested~~at ~~in U.S. Treasury securities. Net proceeds of~~ the ~~sale~~date of ~~the~~ ~~Units in~~ the ~~IPO~~unaudited ~~and~~condensed ~~the~~consolidated ~~sale~~financial ofstatements, which ~~the~~management ~~Private~~considered ~~Placement Units were placed~~ in ~~the~~formulating ~~Trust~~its ~~Account~~estimate, ~~which~~could ~~invested~~change in ~~United States “government securities” within~~ the ~~meaning~~near ofterm ~~Section~~due ~~2(a)(16)~~to ofone ~~the Investment Company Act having a maturity of 185 days~~ or ~~less~~more orfuture inconfirming ~~money market~~events. ~~funds meeting certain conditions under Rule 2a-7 promulgated under~~ Accordingly, the ~~Investment~~actual ~~Company~~results ~~Act~~could ~~which~~differ ~~invest~~significantly ~~only~~from inthose ~~direct U~~estimates.~~S. government~~ ~~treasury obligations.~~ The Company’s ~~investments~~has ~~held~~determined in the ~~Trust~~more ~~Account~~significant ~~are~~accounting ~~classified as trading securities. Trading~~estimates ~~securities~~included ~~are~~in ~~presented on~~ the unaudited condensed consolidated ~~balance~~financial ~~sheets~~statements atis ~~fair value at~~ the ~~end~~determination of ~~each reporting period. Gains and losses resulting from~~ the ~~change in~~ fair value of ~~warrant~~derivative ~~liability are included in interest income on investments held in Trust Account in~~financial ~~the~~instruments ~~accompanying~~as ~~condensed~~described ~~consolidated statements of operations~~below. ~~The estimated fair values of investments held in the Trust Account are determined using available market information.~~

~~Fair~~Cash ~~Value~~and Cash ~~of Financial Instruments~~Equivalents

The Company ~~fair~~considers ~~value~~all ofshort-term ~~the~~investments ~~Company’s assets~~with ~~and~~an ~~liabilities,~~original ~~which~~maturity ~~qualify~~of asthree months ~~financial~~or ~~instruments~~less ~~under~~when ~~the~~purchased ~~FASB~~to ~~ASC~~be ~~Topic~~cash ~~820,~~equivalents. As ~~“Fair~~of ~~Value~~March ~~Measurements~~31, 2025 and ~~Disclosures~~December 31,~~” approximates~~ 2024, the ~~carrying~~Company ~~amounts~~had ~~represented~~cash inof ~~the~~$45,438 ~~condensed~~and ~~consolidated balance sheets~~$1,674, ~~primarily~~respectively. ~~due~~The toCompany ~~its~~did ~~short-term~~not ~~nature~~have ~~(except~~any cash ~~for~~equivalents ~~the~~as ~~warrant~~of ~~liabilities~~March –31, ~~see~~2025 ~~Note~~and 8)December 31, 2024.

~~Fair~~Cash ~~value is defined as~~Held ~~the price that would be received for sale of an asset or paid for transfer of a liability~~ in anTrust orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:Account

●As of ~~Level~~March 131, ~~defined~~2025 asand ~~observable~~December ~~inputs~~31, ~~such~~2024, asthe ~~quoted~~Company ~~prices~~held ~~(unadjusted)~~$773,667 ~~for~~and ~~identical~~$769,267 ~~instruments~~ in ~~active~~cash ~~markets;~~in ●its ~~Level~~Trust 2Account, ~~defined~~respectively. asNet ~~inputs~~proceeds of ~~other~~the ~~than~~sale ~~quoted~~of ~~prices~~the Units in ~~active~~the ~~markets~~IPO ~~that~~and ~~are~~the ~~either~~sale ~~directly~~of orthe ~~indirectly~~Private ~~observable~~Placement ~~such~~Units aswere ~~quoted~~placed ~~prices~~in ~~for~~the ~~similar~~Trust ~~instruments~~Account which invested in ~~active~~United States ~~markets~~“government orsecurities” ~~quoted~~within ~~prices~~the ~~for~~meaning ~~identical~~of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or ~~similar~~less ~~instruments~~or in ~~markets~~money ~~that~~market ~~are~~funds ~~not~~meeting ~~active;~~certain ~~and~~conditions ●under ~~Level~~Rule 3,2a-7 ~~defined~~promulgated asunder ~~unobservable~~the ~~inputs~~Investment inCompany Act which invest ~~little~~only orin nodirect ~~market~~U.S. ~~data~~government ~~exists,~~treasury ~~therefore~~obligations. ~~requiring~~The anCompany’s ~~entity~~investments toheld ~~develop~~in ~~its~~the ~~own~~Trust ~~assumptions,~~Account ~~such~~are classified as ~~valuations~~trading ~~derived~~securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from ~~valuation~~the ~~techniques~~change in ~~which~~fair ~~one~~value orof ~~more~~warrant ~~significant~~liability ~~inputs~~are orincluded ~~significant~~in ~~value~~interest ~~drivers~~income on investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are ~~unobservable~~determined using available market information.

~~Derivative~~Fair Value of Financial Instruments

The ~~Company evaluates its~~ ~~financial~~fair ~~instruments~~value toof ~~determine~~the ifCompany’s ~~such~~assets ~~instruments~~and ~~are~~liabilities, ~~derivatives~~which ~~or contain features that~~ qualify as ~~embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative~~ financial instruments ~~that~~under ~~are accounted for as liabilities,~~ the ~~derivative~~FASB ~~instrument~~ASC isTopic ~~initially recorded at its fair value on the grant date and is then re-valued at each reporting date~~820, ~~with~~“Fair ~~changes~~Value inMeasurements ~~the~~and ~~fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments~~Disclosures, ~~including~~” ~~whether~~approximates ~~such instruments should be recorded as liabilities or as equity, is evaluated at~~ the ~~end~~carrying ofamounts ~~each~~represented ~~reporting period. Derivative liabilities are classified~~ in the condensed consolidated balance sheets, primarily asdue ~~current~~to orits ~~non~~short-~~current~~term ~~based~~nature on(except ~~whether~~for ~~or not net-cash settlement or conversion of~~ the ~~instrument~~warrant ~~could~~liabilities be– ~~required~~see ~~within~~Note ~~12 months of the condensed consolidated balance sheet date~~8).

~~Net~~Fair value ~~Income~~is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (~~Loss~~Level 1 measurements) ~~per~~and ~~Common~~the ~~Stock~~lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

~~The~~● ~~Company~~Level ~~has two classes of shares~~1, ~~which~~defined ~~are referred to~~ as ~~Class~~observable Ainputs ~~common~~such ~~stock~~as ~~and~~quoted ~~Class~~prices B(unadjusted) ~~common~~for ~~stock.~~identical ~~Earnings~~instruments ~~and~~in ~~losses~~active ~~are~~markets; ~~shared~~● ~~pro~~Level ~~rata between the two classes of shares. The 15~~2,~~028,750~~ ~~shares~~defined ofas ~~Class~~inputs Aother ~~common~~than ~~stock~~quoted ~~from~~prices ~~the~~in ~~outstanding~~active ~~warrants~~markets tothat ~~purchase~~are ~~the~~either ~~Company’s~~directly ~~shares were~~or ~~excluded~~indirectly ~~from~~observable ~~diluted~~such ~~earnings~~as ~~per~~quoted ~~share~~prices for ~~the~~similar ~~three~~instruments ~~and~~in ~~nine~~active ~~months~~markets ~~ended~~or ~~September~~quoted ~~30,~~prices ~~2024~~for ~~because~~identical ~~the~~or ~~warrants~~similar ~~are~~instruments ~~contingently exercisable,~~in ~~and~~markets ~~the~~that ~~contingencies~~are ~~have~~ not ~~yet~~active; ~~been~~and ~~met.~~● AsLevel ~~a result~~3, ~~basic~~defined ~~and~~as ~~diluted~~unobservable ~~net~~inputs ~~income~~in ~~(loss)~~which ~~per~~little ~~Class~~or Ano ~~share~~market isdata ~~the~~exists, ~~same for~~therefore ~~the~~requiring ~~periods~~an ~~presented.~~entity ~~The~~to ~~table~~develop ~~below~~its ~~presents~~own aassumptions, ~~reconciliation~~such ofas ~~the~~valuations ~~numerator~~derived ~~and~~from ~~denominator~~valuation ~~used~~techniques toin ~~compute~~which ~~basic~~one ~~and~~or ~~diluted net~~more ~~income~~significant ~~(loss)~~inputs ~~per~~or ~~share~~significant ~~for~~value ~~each~~drivers ~~class~~are ~~of common stock~~unobservable.

~~At September 30, 2024, the~~Derivative ~~Company~~Financial did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted and basic loss per Class B share is the same for the period.Instruments

10The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, 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 unaudited condensed consolidated statements of operations. 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 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 condensed consolidated balance sheet date.

~~The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock.~~10

	For the Three Months Ended
	September 30,
	2024			2023
Class A Common Stock subject to possible redemption
Numerator: Net income (loss) allocable to Class A common stock	$	3,556		$	(22,599	)
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		63,241			153,295
Basic and diluted net loss per share	$	0.06		$	(0.15	)
Class A Common Stock non-redeemable
Numerator: Net income (loss) allocable to Class A common stock	$	238,861		$	(626,183	)
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		4,247,499			4,247,499
Basic and diluted net loss per share	$	0.06		$	(0.15	)
Class B Common Stock
Numerator: Net income (loss) allocable to Class B common stock	$	(0	)	$	(0	)
Denominator: Weighted Average Class B common stock
Basic and diluted weighted average shares outstanding		1			1
Basic and diluted net loss per share	$	0.06		$	(0.15	)

Net Loss per Common Stock

	For the Nine Months Ended
	September 30,
	2024			2023
Class A Common Stock subject to possible redemption
Numerator: Net loss allocable to Class A common stock	$	(3,537	)	$	(80,639	)
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		77,755			153,295
Basic and diluted net loss per share	$	(0.05	)	$	(0.53	)
Class A Common Stock
Numerator: Net loss allocable to Class A common stock	$	(193,239	)	$	(1,838,183	)
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		4,247,499			3,494,397
Basic and diluted net loss per share	$	(0.05	)	$	(0.53	)
Class B Common Stock
Numerator: Net loss allocable to Class B common stock	$	(0	)	$	(396,160	)
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		1			753,103
Basic and diluted net loss per share	$	(0.05	)	$	(0.53	)

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 15,028,750 shares of Class A common stock from the outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2025 and 2024 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, basic and diluted net loss per Class A share is the same for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock.

11At March 31, 2025, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted and basic loss per Class B share is the same for the period.

~~Income~~The following ~~Taxes~~tables present a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 13.69% and 0.30% for the three months ended September 30, 2024 and 2023, respectively, and 6.78% and 0.30% for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2024, due to changes in fair value in warrant liabilities and the valuation allowance on the deferred tax assets.

	For the Three Months
	Ended March 31,
	2025			2024
Class A Common Stock subject to possible redemption
Numerator: Net loss allocable to Class A common stock	$	(6,769	)	$	(5,833	)
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		62,911			107,267
Basic and diluted net loss per share	$	(0.11	)	$	(0.05	)

Class A Common Stock non-redeemable
Numerator: Net loss allocable to Class A common stock	$	(457,009	)	$	(230,963	)
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		4,247,499			4,247,499
Basic and diluted net loss per share	$	(0.11	)	$	(0.05	)

Class B Common Stock
Numerator: Net loss allocable to Class B common stock	$	—		$	—
Denominator: Weighted Average Class B common stock
Basic and diluted weighted average shares outstanding		1			1
Basic and diluted net loss per share	$	(0.11	)	$	(0.05	)

~~ASC 740 also clarifies the~~Income accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.Taxes

~~Common~~The Company ~~Stock~~accounts ~~Subject~~for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to ~~Possible~~be ~~Redemption~~derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2025 and December 31, 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 0.18% and 1.27% for the three months ended March 31, 2025 and 2024, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2025 and 2024, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

~~The Company’s Class~~ASC A740 ~~common~~also ~~stock~~clarifies ~~that was sold as part of~~ the ~~Units~~accounting ~~in the IPO contains a redemption feature which allows~~ for ~~the~~uncertainty ~~redemption~~in ofincome ~~such~~taxes ~~public shares~~recognized in ~~connection~~an ~~with the Company~~enterprise’s ~~liquidation,~~financial orstatements ifand ~~there is~~ prescribes a ~~stockholder~~recognition ~~vote~~threshold orand ~~tender~~measurement ~~offer~~process infor ~~connection~~financial ~~with~~statement ~~the~~recognition ~~Company’s initial~~and ~~Business~~measurement ~~Combination.~~of Ina ~~accordance~~tax ~~with~~position ~~ASC~~taken ~~480-10-S99,~~or ~~the~~expected to ~~Company~~be ~~classified~~taken ~~the~~in ~~14,375,000~~a ~~shares~~tax ~~subject~~return. toFor ~~redemption~~those ~~outside of~~benefits ~~permanent~~to ~~equity~~be asrecognized, ~~the~~a ~~redemption~~tax ~~provisions~~position ~~are~~must ~~not~~be ~~solely~~more ~~within~~likely ~~the~~than ~~control~~not ofto ~~the~~be ~~Company.~~sustained ~~The~~upon ~~public shares sold as part of~~examination ~~the~~by ~~Units~~taxing inauthorities. ~~the~~ASC ~~IPO~~740 ~~were~~also ~~issued~~provides ~~with~~guidance ~~other~~on ~~freestanding instruments (i.e.~~derecognition, ~~Public Warrants)~~classification, interest and ~~as such~~penalties, ~~the~~accounting ~~initial~~in ~~carrying value~~interim ofperiod, ~~public~~disclosure ~~shares~~and ~~is classified as temporary equity~~transition.

~~On December 21, 2022, the~~Common ~~Company~~Stock ~~held~~Subject ~~the Meeting. At the Meeting, the Company’s stockholders approved an amendment~~ to ~~the~~Possible Company’s second amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial Business Combination from February 15, 2023 to August 15, 2023 or such earlier date as determined by the Company’s Board of Directors, and to provide for up to two additional three-month extensions beyond August 15, 2023 for the period of time for the Company to consummate an initial Business Combination. In connection with the Meeting, stockholders holding 14,221,705 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 $146 million (approximately $10.29 per Public Share) was removed from the Trust Account to pay such holders and approximately $1.6 million remained in the Trust Account. In March 2023, the Company assessed and determined that an excess amount was withdrawn from the trust account for taxes in connection with the December 2022 redemptions. As such, in March 2023, the Company had a subsequent disbursement to redeeming stockholders in the amount of $132,263.Redemption

OnThe Company’s ~~February~~Class ~~13,~~A ~~2024,~~common ~~the Company~~stock ~~announced~~ that itwas ~~had~~sold ~~extended~~as ~~the~~part ~~date~~of bythe ~~which~~Units itin ~~has~~the toIPO ~~consummate~~contains a ~~Business~~redemption ~~Combination~~feature ~~from~~which ~~February~~allows ~~15,~~for ~~2024~~the redemption toof ~~February 15,~~such ~~2025.~~public Inshares in connection with the ~~extension~~Company’s onliquidation, ~~February~~or ~~13,~~if ~~2024,~~there ~~stockholders~~is ~~holding~~a ~~90,054~~stockholder ~~Public~~vote ~~Shares~~or ~~exercised~~tender ~~their~~offer in ~~right~~connection towith ~~redeem such~~the ~~shares~~Company’s ~~for~~initial aBusiness ~~pro~~Combination. ~~rata~~In ~~portion~~accordance ofwith ASC 480-10-S99, the ~~funds~~Company inclassified the ~~Company’s~~14,375,000 shares ~~Trust~~subject ~~Account.~~to Asredemption aoutside ~~result,~~of ~~approximately~~permanent ~~$1.02~~equity ~~million~~as ~~(approximately $11.32~~the ~~per~~redemption ~~Public~~provisions ~~Share)~~are ~~was~~not ~~removed~~solely ~~from~~within the ~~Trust~~control ~~Account~~of tothe ~~pay~~Company. The ~~such~~public ~~holders~~shares ~~and~~sold ~~approximately~~as ~~$720,000~~part ~~remained~~of the Units in the ~~Trust~~IPO ~~Account~~were issued with other freestanding instruments (i. ~~Following~~e., ~~the~~Public ~~redemptions~~Warrants), and as such, the ~~Company~~initial ~~had~~carrying ~~63,241~~value ~~Public~~of ~~Shares~~public ~~outstanding~~shares is classified as temporary equity.

~~Following redemptions, the Company has 63,241 and 153,295 Public Shares outstanding as of September 30, 2024 and December 31, 2023, respectively.~~11

On December ~~February 13~~21, ~~2025~~2022, the Company held athe ~~special~~Meeting ~~meeting~~to ofextend ~~stockholders (~~the ~~“2025~~date ~~Meeting”).~~by Atwhich the ~~2025~~Company ~~Meeting,~~must ~~the~~consummate ~~Company’s~~its ~~stockholders~~initial Business Combination ~~approved~~from anFebruary ~~amendment~~15, 2023 to August 15, 2023 or such earlier date as determined by the Company’s ~~fourth~~Board ~~amended~~of Directors, and ~~restated~~to ~~certificate~~provide for ofup ~~incorporation~~to ~~(the~~two ~~“Charter~~additional ~~Amendment”) to~~three-month ~~extend~~extensions beyond August 15, 2023 for the ~~date~~period byof ~~which~~time for the Company ~~must~~to consummate ~~its~~an initial Business ~~business~~Combination. ~~combination~~In ~~from~~connection ~~February~~with 15the Meeting, ~~2025~~stockholders toholding ~~February 15~~14,221,705 ~~2026~~shares of Class A common stock exercised their orright to redeem such ~~earlier~~shares ~~date~~for asa ~~determined~~pro byrata portion of the funds in the Company’s ~~board~~Trust ofAccount. ~~directors~~As a result, approximately $146 million (approximately $10.29 ~~The~~per ~~Company~~Public ~~filed~~Share) was removed from the ~~Charter~~Trust ~~Amendment~~Account ~~with~~to pay such holders and approximately $1.6 million remained in the ~~Secretary~~Trust Account. In March 2023, the Company assessed and determined that an excess amount was withdrawn from the Trust ofAccount ~~State~~for oftaxes in connection with the ~~State~~December of2022 ~~Delaware~~redemptions. onAs ~~February~~such, 17in March 2023, ~~2025~~the Company had a subsequent disbursement to redeeming stockholders in the amount of $132,263.

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, 2024 to February 15, 2025. In connection with the extension on February 13, ~~2025~~2024, stockholders holding ~~753~~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 $~~7,530~~1.02 million (approximately $11.9632 per Public Share) was removed from the Trust Account to pay such holders. ~~and~~Following ~~approximately~~the ~~$760~~redemptions,~~000~~ the ~~remained~~Company inhad ~~the~~63,241 ~~Trust~~Public ~~Account~~Shares outstanding.

On February 13, 2025, the Company held 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 “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 board of directors. In connection with the extension on February 13, 2025, stockholders holding 753 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 $9,266 (approximately $12.31 per Public Share) was removed from the Trust Account to pay such holders.

~~Concentration~~Following redemptions, the Company has 62,488 and 63,241 Public Shares outstanding as of ~~Credit~~March ~~Risk~~31, 2025 and December 31, 2024, respectively.

~~The Company had significant~~Concentration ~~cash balances at financial institutions which throughout the year regularly exceeded the federally insured limit~~ of ~~$250,000.~~Credit ~~Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.~~Risk

~~Recent~~The Company ~~Accounting~~had ~~Standards~~cash balances at financial institutions which throughout the year did not exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

~~In December 2023, the FASB~~Recent ~~issued~~ Accounting Standards Update (“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.

In December ~~November~~ 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-0709, “~~Segment~~Income ~~Reporting~~ Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures” (“ASU 2023-09”), which ~~expands~~will ~~annual~~require the Company to disclose specified additional information ~~and~~in ~~interim~~its ~~disclosure~~income ~~requirements~~tax ~~for~~rate ~~reportable~~reconciliation ~~segments,~~and ~~primarily~~provide ~~through~~additional ~~enhanced~~information ~~disclosures~~for ~~about~~reconciling ~~significant~~items ~~segment~~that ~~expenses~~meet a quantitative threshold. ~~The~~ ASU 2023-0709 iswill ~~effective~~also ~~for~~require ~~annual~~the ~~reporting~~Company ~~periods~~to ~~beginning~~disaggregate ~~after~~its ~~December~~income 15taxes paid disclosure by federal, ~~2023~~state and ~~interim~~foreign ~~periods~~taxes, inwith ~~fiscal~~further disaggregation ~~years~~required ~~beginning after~~for ~~December~~significant ~~15,~~individual ~~2024~~jurisdictions. ~~Early~~ASU ~~adoption~~2023-09 iswill ~~permitted.~~become ~~The~~effective ~~Company~~for isAnnual ~~currently~~periods ~~evaluating~~beginning ~~the~~after December ~~impact~~15, ~~this~~2024. ~~ASU~~The ~~may~~Company ~~have~~is onstill ~~its~~reviewing ~~condensed consolidated~~the ~~financial~~impact ~~statements~~of ~~and~~ASU ~~related disclosures~~2023-09.

~~In August 2020, FASB issued~~Management ~~ASU~~does ~~No.~~not ~~2020-06,~~believe “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that ~~require~~any ~~separation~~other ofrecently beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidanceissued, ~~including~~but ~~the~~not ~~requirement to~~yet ~~use the if-converted method for all convertible instruments. ASU 2020-06 is~~ effective ~~for fiscal years beginning after December 15~~, ~~2023,~~ ~~including~~accounting ~~interim periods within those fiscal years~~pronouncements, ~~with~~if ~~early~~currently ~~adoption permitted. The Company~~ adopted ~~ASU 2020-06 effective as of April 13~~, ~~2021.~~would ~~The adoption of ASU 2020-06 did not~~ have ana material ~~impact~~effect on the Company’s unaudited condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. 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 condensed consolidated financial statements.12

~~Management does not believe~~Note 3 ~~that~~— Initial ~~any~~Public ~~other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.~~Offering

~~Note~~On February 15, 2022, the Company consummated its IPO of 314,375,000 Units, —including ~~Initial~~1,875,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover over-allotments, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable Public ~~Offering~~Warrant. Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

OnFollowing the ~~February~~closing ~~15,~~of ~~2022,~~ the ~~Company~~ ~~consummated~~IPO ~~its~~on ~~IPO~~February ~~of 14~~15,~~375~~ 2022,~~000 Units,~~ ~~including 1~~$146,~~875~~625,000 ~~Units~~($10.20 per ~~sold~~Unit) ~~pursuant~~from to the ~~full~~net ~~exercise~~proceeds of the ~~underwriters’~~sale ~~option~~of tothe ~~purchase~~Units in ~~additional~~the ~~units~~IPO toand ~~cover~~the ~~over-allotments,~~sale atof athe ~~purchase~~Private ~~price~~Placement ofUnits ~~$10.00 per~~was ~~Unit.~~placed ~~Each Unit~~in ~~consists~~a ofTrust ~~one~~Account ~~share~~and ofwill ~~Class~~be Ainvested ~~common~~only ~~stock~~in ~~and~~U.S. ~~one~~government ~~redeemable~~securities with ~~Public~~a ~~Warrant. Each~~maturity ~~whole~~of ~~Public~~185 ~~Warrant~~days ~~will~~or ~~entitle~~less ~~the holder~~or toin ~~purchase~~money ~~one~~market ~~share~~funds ofmeeting ~~Class~~certain Aconditions ~~common~~under ~~stock~~Rule at2a-7 aunder ~~price~~the ofInvestment ~~$11.50~~Company Act ~~per~~which ~~share,~~invest ~~subject~~only toin ~~adjustment~~direct ~~(see~~U.S. ~~Note~~government 7)treasury obligations.

~~Following the closing of~~All ~~the~~of ~~IPO on February 15~~the 14, ~~2022~~375, ~~$146,625,~~000 ~~($10.20 per~~shares ~~Unit)~~of ~~from~~Class ~~the~~A ~~net~~common ~~proceeds~~stock ofsold ~~the~~as ~~sale~~part of the Units in the IPO ~~and~~contain a redemption feature which allows for the ~~sale~~redemption of ~~the~~such ~~Private~~public ~~Placement~~shares ~~Units~~in ~~was~~connection ~~placed~~with inthe aCompany’s ~~Trust~~liquidation, ~~Account~~if ~~and~~there ~~will~~is bea ~~invested~~stockholder ~~only~~vote or tender offer in ~~U.S.~~connection ~~government~~with ~~securities~~the Business Combination and in connection with ~~a maturity~~certain amendments to the Company’s certificate of ~~185~~incorporation. In ~~days~~accordance orwith ~~less~~SEC orguidance inon ~~money~~redeemable ~~market~~equity ~~funds~~instruments, ~~meeting~~which ~~certain~~has ~~conditions~~been ~~under~~codified ~~Rule~~in 2aASC Topic 480-710-S99, ~~under~~redemption provisions not solely within the ~~Investment~~control of the Company ~~Act~~require ~~which invest~~common ~~only~~stock insubject ~~direct~~to ~~U.S.~~redemption ~~government~~to ~~treasury~~be ~~obligations~~classified outside of permanent equity.

~~All of the 14~~Accordingly,~~375,000 shares~~ ofat ~~Class~~March A31, ~~common~~2025 ~~stock~~and ~~sold~~December as31, ~~part~~2024, of62,488 ~~the~~and ~~Units~~63,241 inshares ~~the~~of ~~IPO~~common ~~contain~~stock asubject ~~redemption~~to ~~feature~~possible ~~which allows for the~~ redemption, ofrespectively, ~~such~~are ~~public~~presented ~~shares~~at inredemption ~~connection~~value ~~with~~of ~~the~~approximately ~~Company’s~~$11.08 ~~liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination~~ and ~~in connection with certain amendments to the Company’s certificate of incorporation~~$10.74 Inper ~~accordance~~share, ~~with~~as ~~SEC~~temporary ~~guidance on redeemable~~ equity ~~instruments~~, ~~which~~outside ~~has~~of ~~been~~the ~~codified~~stockholders’ indeficit ~~ASC Topic 480-10-S99, redemption provisions not solely within the control~~section of the Company’s ~~require~~condensed ~~common~~consolidated ~~stock~~balance ~~subject~~sheets, ~~to redemption to be classified outside of permanent equity~~respectively.

~~Accordingly,~~The shares atof ~~September 30,~~Class ~~2024~~A ~~and~~common ~~December~~stock ~~31,~~are ~~2023,~~accounted ~~63,241~~for ~~and~~in ~~153~~accordance with the guidance in ASC Topic 480-10-S99. If it is probable that the equity instrument will become redeemable,~~295~~ ~~shares~~the ofCompany ~~common~~has ~~stock~~the ~~subject~~option to ~~possible~~either ~~redemption,~~accrete ~~respectively,~~changes ~~are~~in ~~presented at~~the redemption value over the period from the date of ~~$11.45~~issuance ~~and~~(or ~~$11.25~~from ~~per~~the ~~share,~~date asthat ~~temporary~~it ~~equity~~becomes probable that the instrument will become redeemable, ~~outside~~if later) to the earliest redemption date of the ~~stockholders’~~instrument ~~deficit~~or ~~section~~to ofrecognize changes in the ~~Company’s~~redemption value immediately as they occur and adjust the carrying amount ~~condensed~~of ~~consolidated~~the ~~balance~~instrument ~~sheets,~~to ~~respectively~~equal the redemption value at the end of each reporting period.

13The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

~~The shares~~ As of ~~Class~~March A31, ~~common stock~~2025 ~~are~~and ~~accounted~~December ~~for in accordance with the guidance in ASC Topic 480-10-S99. If it is probable that the equity instrument will become redeemable~~31, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable2024, ~~if later) to~~ the ~~earliest~~common ~~redemption~~stock ~~date~~subject ~~of the instrument or~~ to ~~recognize~~possible ~~changes in the~~ redemption ~~value~~reflected ~~immediately~~on ~~as they occur and adjust~~ the ~~carrying~~condensed ~~amount~~consolidated ~~of the instrument to equal the~~balance ~~redemption~~sheets ~~value~~is atreconciled ~~the end of each reporting period. The Company recognizes changes~~ in ~~redemption value immediately as they occur. Immediately upon~~ the ~~closing~~following of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.table:

As of September 30, 2024 and December 31 2023, the common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table:

Common stock subject to possible redemption, December 31, 2023	$	1,723,901
Less:
Redemptions		(1,019,230	)
Plus:
Remeasurement of carrying value to redemption value		(25,599	)
Common stock subject to possible redemption, December 31, 2024		679,072
Less:
Redemptions		(9,266	)
Plus:
Remeasurement of carrying value to redemption value		22,647
Common stock subject to possible redemption, March 31, 2025	$	692,453

Common stock subject to possible redemption, December 31, 2023	$	1,723,901
Less:
Redemptions		(1,019,230	)
Plus:
Remeasurement of carrying value to redemption value		19,384
Common stock subject to possible redemption, March 31, 2024	$	724,055
Plus:
Remeasurement of carrying value to redemption value		(11,076	)
Common stock subject to possible redemption, June 30, 2024	$	712,979
Plus:
Remeasurement of carrying value to redemption value		11,237
Common stock subject to possible redemption, September 30, 2024	$	724,216

Note 4 — Private Placement

~~Note~~Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 4653,750 Private —Placement Units at a price of $10.00 per Unit, or $6,537,500 in the aggregate, in a private placement. Each Private Placement Unit consists of one share of Class A common stock and one Private Placement Warrant.

~~Simultaneously~~The Private ~~with~~Placement ~~the closing~~Warrants ofwill ~~the~~be ~~IPO,~~non-redeemable ~~the~~and ~~Company’s~~exercisable on a cashless basis so long as they are held by the Sponsor ~~purchased~~or anits permitted ~~aggregate~~transferees. ~~of 653,750~~ If the Private Placement ~~Units~~Warrants atare aheld ~~price~~by ofholders ~~$10.00 per Unit,~~other than the Sponsor or $6its permitted transferees,~~537,500 in~~ the Private ~~aggregate,~~Placement inWarrants awill ~~private~~be ~~placement. Each~~redeemable ~~Private~~by ~~Placement~~the ~~Unit~~Company ~~consists~~and ofexercisable ~~one~~by ~~share~~the ofholders ~~Class~~on Athe same basis as the warrants included ~~common~~in ~~stock~~the ~~and~~units ~~one~~being ~~Private~~sold ~~Placement~~in ~~Warrant~~the IPO.

The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.13

Note 5 — Related Party Transactions

Founder Shares

In May 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 3,750,000 shares of common stock (the “Founder Shares”). On December 14, 2021, the Sponsor returned to the Company, at no cost, an aggregate of 511,250 Founder Shares, which the Company cancelled. On December 14, 2021, an aggregate of 355,000 shares of Class B common stock were issued to A.G.P. (the “Representative”), resulting in an aggregate of 3,593,750 shares of Class B common stock outstanding. On January 12, 2022, the Sponsor transferred 176,094 Founder Shares to George Syllantavos, and 28,750 Founder Shares to Anastasios Chrysostomidis. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 14,375,000 Units if the underwriters’ over-allotment option were exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. The underwriters’ over-allotment option was exercised in full, and no Founder Shares were forfeited.

On February 27, 2023, the Company issued an aggregate of 3,593,749 shares of Class A common stock to the Sponsor, A.G.P., George Syllantavos and Anastasios Chrysostomidis, the holders of the Class B common stock, upon the conversion of an equal number of shares of Class B common stock. These shares of class A common stock are subject to the same restrictions as applied to the Class B common stock before the 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 prospectus for the initial public offering. Following the conversion, the 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, the Sponsor 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 underlying private placement units, which units were acquired by the Sponsor in connection with the Company’s initial public offering.

Following the redemptions and the conversion of Class B common stock into shares of Class A common stock, there are currently 153,295 public shares ~~outstanding~~ outstanding and a total of 4,400,794 shares of Class A common stock and one share of Class B Common stock are outstanding, including the 2,500,380 shares of Class A common stock and the one share of Class B common stock that are beneficially owned by the Sponsor.

The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) six months ~~after~~ after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the initial Business Combination, the Founder Shares will no longer be subject to such transfer restrictions.

14Promissory Note — Related Party

~~Promissory~~On July 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of March 31, 2022 or the completion of the IPO. The outstanding balance under the promissory note of $208,563 ~~— Related~~was paid in full and as a result, the credit facility is no longer ~~Party~~available.

On August ~~July 2~~10, ~~2021~~2023, the ~~Sponsor agreed~~Company issued a promissory note to ~~loan~~SVES ~~the~~LLC ~~Company~~under upwhich toSVES ~~$300,000 to~~LLC ~~cover~~agreed ~~expenses~~to ~~related~~extend to the ~~IPO~~Company ~~pursuant~~$300,000 tofor aworking capital ~~promissory~~purposes ~~note~~ (~~the~~ “SVES Note”). ~~This~~ ~~loan~~The ~~was~~SVES Note is non-interest bearing and payable onat the ~~earlier~~closing of ~~March~~the ~~31,~~Business ~~2022~~Combination. In orthe event the ~~completion~~transactions ofcontemplated by the ~~IPO.~~Business ~~The~~Combination ~~outstanding~~Agreement ~~balance under~~are ~~the~~not ~~promissory~~consummated, ~~note~~the ofSVES ~~$208,563 was~~Note ~~paid~~shall inbe ~~full~~null and void asand athe ~~result,~~Company ~~the~~shall ~~credit~~not ~~facility~~have isany noobligation ~~longer~~to ~~available~~the payee.

On February ~~August 10~~13, ~~2023~~2024, the Company ~~issued~~borrowed a$3,541.50 ~~promissory~~from ~~note~~SVES, towhich ~~SVES~~amount ~~LLC~~was ~~under~~deposited ~~which~~into ~~SVES~~the ~~LLC~~Company’s ~~agreed~~Trust toAccount ~~extend~~on tothat day in connection with an extension of the date by which the Company ~~$300,000~~has ~~for~~to ~~working~~consummate ~~capital~~an ~~purposes (“SVES~~initial ~~Note”)~~business combination. The ~~SVES~~borrowing was ~~Note~~made isunder ~~non-interest~~the ~~bearing~~terms ~~and~~of ~~payable~~a atpromissory note in the ~~closing~~aggregate principal amount of ~~the~~up ~~Business~~to ~~Combination.~~$42,498, Inpursuant ~~the~~to ~~event the~~which ~~transactions~~SVES ~~contemplated~~agreed byto loan the ~~Business~~Company ~~Combination~~up ~~Agreement~~to ~~are~~$42,498 ~~not~~in ~~consummated,~~connection with the ~~SVES~~Company ~~Note~~extending ~~shall~~the bedate ~~null~~by ~~and~~which ~~void~~it ~~and~~must ~~the Company~~consummate ~~shall~~its ~~not~~initial ~~have~~business ~~any~~combination from ~~obligation~~February 15, 2024 to ~~the~~February ~~payee~~15, 2025.

OnUnder the ~~February~~terms ~~13,~~of ~~2024,~~ the ~~Company~~ ~~borrowed~~SVES $3Note,~~541.50~~ ~~from~~ SVES, ~~which~~(or ~~amount~~its ~~was~~affiliates ~~deposited~~or ~~into~~permitted ~~the~~designees) ~~Company’s~~shall ~~Trust~~deposit ~~Account~~$3,541 onper ~~that~~month ~~day~~(approximately in$0.056 ~~connection with~~per anpublic ~~extension~~share ofthat ~~the~~is ~~date~~not byredeemed) ~~which~~into the Company’s ~~has~~Trust toAccount ~~consummate~~for aneach ~~initial~~calendar ~~business~~month ~~combination.~~(commencing ~~The~~on ~~borrowing~~February ~~was~~15, ~~made~~2024 ~~under the terms~~and ofending aon ~~promissory note in~~ the ~~aggregate~~15th ~~principal~~day ~~amount~~ of upeach tosubsequent ~~$42~~month),~~498,~~ ~~pursuant~~or toportion ~~which~~thereof, ~~SVES~~that ~~agreed~~was toneeded ~~loan the Company up~~ to ~~$42,498 in~~complete ~~connection~~an ~~with the Company extending the date by which it must consummate its~~ initial business combination ~~from February 15~~, ~~2024~~for up to ~~February~~an ~~15,~~aggregate ~~2025~~of $42,498.

~~Under~~On May ~~the~~15, ~~terms~~2024, of the ~~SVES Note~~Company ,and SVES ~~(or~~mutually ~~its~~terminated ~~affiliates~~the orSVES ~~permitted~~Business ~~designees)~~Combination ~~shall deposit $3,541~~Agreement.50 ~~per~~As ~~month~~part ~~(approximately~~of ~~$0.056~~the ~~per~~termination ~~public~~the ~~share~~SVES ~~that~~Note iswas ~~not~~declared ~~redeemed)~~null ~~into~~and ~~the~~void. ~~Company’s trust account for each calendar month (commencing on February 15~~Accordingly, ~~2024~~all ~~and~~debt ~~ending~~proceeds onreceived under the ~~15th day~~SVES ~~of each subsequent month) until February 15~~Note, ~~2025,~~ or ~~portion thereof~~$110,129, ~~that~~were isrecognized ~~needed~~as toa ~~complete~~gain ~~an initial business combination,~~from ~~for~~the upextinguishment toof anthis ~~aggregate~~promissory ~~of $42,498~~note.

On July ~~May~~ 15, 2024, the Company entered into a promissory note (“Mazaii Note”) with Mazaii Corp Ltd. pursuant to which Mazaii agreed to loan the Company an aggregate principal amount of up to $250,000. The Mazaii note is non-interest bearing and ~~SVES~~payable ~~mutually~~on ~~terminated~~the date on which the ~~SVES~~Company consummates a Business Combination. In the event a Business Combination Agreement is not consummated, the Mazaii note shall be null and void and the Company shall not have any obligation to the Payee hereunder. AsThe ~~part~~exclusivity period of the ~~termination~~LOI expired on September 12, 2024 by which time both parties had chosen to not proceed. As a result, the ~~SVES~~Mazaii Note ~~was~~became ~~declared~~ null and void. Accordingly, all debt proceeds received under the ~~SVES~~Mazaii Note, or $~~110~~249,~~129~~985, ~~was~~were recognized as a gain from the extinguishment of this promissory note.

~~As of September 30, 2024 and December 31, 2023, the Company had an outstanding balance of $0 and $15,600, respectively, under the SVES Note.~~14

On January ~~July 15~~24, ~~2024~~2025, the Company entered into a promissory note (“~~Mazaii~~Instinct Note”) with ~~Mazaii~~Instinct ~~Corp~~Bio Technical Company Pte Ltd. (“Instinct”) pursuant to which ~~Mazaii~~Instinct agreed to loan the Company an aggregate principal amount of up to $~~250~~400,000. The ~~Mazaii~~Instinct Note ~~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 ~~Mazaii~~Instinct ~~note~~Note shall be null and void and the Company shall not have any obligation to the Payee hereunder. The exclusivity period of the LOI expired on September 12, 2024 by which time both parties had chosen to not proceed. As a result, the Mazaii Note became null and void. Accordingly, all debt proceeds received under the Mazaii Note, or $249,985, was recognized as a gain from the extinguishment of this promissory note.

~~Working~~As of ~~Capital~~March ~~Loans~~31, 2025, the Company had an outstanding balance of $225,000 under the Instinct Note.

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working ~~Capital Loans”).~~ ~~If the Company completes the initial Business Combination, the Company would repay the Working~~ Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working 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 private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted) at the option of the lender. Such units would be identical to the Private Placement Units. The terms of such working capital loans by the Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At September 30, 2024 and December 31, 2023, no such Working Capital Loans were outstanding.

~~Administrative~~In order ~~Service~~to ~~Fee~~finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working 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 private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted) at the option of the lender. Such units would be identical to the Private Placement Units. The terms of such Working Capital Loans by the Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At March 31, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

~~The Company entered into~~Administrative anService administrative services agreement on the effective date of the registration statement for the IPO pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2024, the Company incurred and paid $30,000 and $90,000 of administrative service fees, respectively. For the three and nine months ended September 30, 2023, the Company incurred and paid $30,000 and $90,000 of administrative service fees, respectively, all of which were fully paid.Fee

~~Due~~The Company entered into an administrative services agreement on the effective date of the registration statement for the IPO pursuant to which ~~Related~~the ~~Party~~Company will pay an affiliate of the Sponsor a total of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2025, the Company incurred $30,000 of administrative service fees and $155,000 payable recoded as accrued costs and expenses on the accompanying condensed consolidated balance sheets. For the three months ended March 31, 2024, the Company incurred $30,000 of administrative service fees and $45,000 payable recoded as accrued costs and expenses on the accompanying condensed consolidated balance sheets.

AtDue ~~September 30, 2024 and~~to ~~December~~Related ~~31, 2023, the Company had $28,771 and $889, respectively, due to a related party.~~Party

15At March 31, 2025 and December 31, 2024, the Company had $28,771 due to a related party.

Due from Sponsor

Due from Sponsor is a non-interest-bearing advance and is due on demand. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, $3,047 is included in due from sponsor in the accompanying condensed consolidated balance sheets.

Note 6 — Commitments and Contingencies

Registration and Stockholder Rights

The holders of the Founder Shares, Private Placement Units, the Private Placement Warrant, and the shares of Class A common stock underlying the Private Placement Warrants will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement that was signed prior to or on the effective date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggyback” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which the IPO forms a part and may not exercise their demand rights on more than one occasion.

~~Underwriting~~Business Combination Marketing Agreement

The Company ~~underwriters~~engaged ~~had~~A.G.P. aas ~~45-day~~an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders ~~option~~to ~~from~~discuss the ~~date~~potential ofBusiness Combination and the ~~IPO~~target business’ attributes, to ~~purchase~~introduce upthe Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination, and to assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay A.G.P. a fee in cash for such services upon the consummation of the initial Business Combination in an ~~additional~~amount equal to 13.5% of the gross proceeds of the IPO,~~875~~ or $5,~~000~~031,250 ~~Units~~in the aggregate. Pursuant to ~~cover~~the ~~over-allotments~~terms of the Business Combination marketing agreement, no fee will be due if ~~any~~the Company does not complete an initial Business Combination. As of ~~February 15~~March 31, ~~2022~~2025, ~~the~~no ~~underwriters~~expense ~~had~~has ~~fully~~been ~~exercised~~recorded as the ~~over-allotment~~Business ~~option~~Combination is not deemed probable.

On December 14, 2021, the Company sold an aggregate of 355,000 shares of Class B common stock to A.G.P. at $0.007 per share, for a total consideration of $2,470, and was recorded as share subscription receivable. The subscription receivable was paid on February 18, 2022.15

~~The fair value of Class~~Business BCombination common stock sold to A.G.P. was $1,974,868. The Company accounted for $1,972,398 of the excess of the fair value of Class B common stock issued to underwriters over the share subscription receivable as an offering cost of the IPO and allocated such amount between the warrants, equity and temporary equity based on the relative fair values.Agreement

On February 1513, ~~2022~~2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) the Company, ~~paid~~(ii) ~~cash~~Relativity ~~underwriting~~Holdings ~~commissions~~Inc., a Delaware corporation and a wholly owned subsidiary of Relativity (“Pubco”), (iii) Relativity Purchaser Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (the “Merger Sub”), (iv) SVES GO, LLC, a Florida limited liability company, SVES LLC, a Florida limited liability company, SVES CP LLC, a Florida limited liability company and SVES Apparel LLC, a Florida limited liability company (collectively, the “Operating Companies” or “SVES”), (v) SVGO LLC, ESGO LLC, SV Apparel LLC, and ES Business Consulting LLC (each a “Seller”), (vi) Timothy J. Fullum and Salomon Murciano, (vii) the Sponsor and (viii) Timothy J. Fullum. SVES is a key intermediary connecting full-price fashion brands with off-price retailers that are able to sell inventory that would otherwise be sold or disposed of by full-price brands at a significant loss. At the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), in accordance with the DGCL, (a) the Merger Sub will merge with and into the Company, with the Company surviving the Business Combination as a wholly owned subsidiary of Pubco, and (b) each Seller will contribute all of its ownership interest in each Operating Company to Pubco in exchange for aggregate consideration in the amount of $1632,~~437~~000,~~500~~ 000, to be paid in the ~~underwriters~~common stock of Pubco valued at $10.00 per share of common stock. At the Closing, each public warrant of the Company will be converted into one Pubco public warrant and each private warrant of the Company will 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 Company warrants, except that in each case they will represent the right to acquire shares of Pubco common stock in lieu of shares of Class A common stock.

On April 19, 2023, the Company, the Purchaser Representative and the Seller Representative entered into the Second Amendment to the Business Combination Agreement (the “Second BCA Amendment”) pursuant to which the parties amended the Business Combination ~~Marketing~~Agreement, as amended, in order (i) to extend the date by which the Seller Representative is required to deliver Audited Company Financials to the Company from April 7, 2023 to May 1, 2023, (ii) to extend the period of time in which the Company may conduct additional due diligence on SVES (the “Due Diligence Period”) from 5:00 p.m. on April 7, 2023 to 5:00 p.m. May 1, 2023 and (iii) in connection with the transactions contemplated by the Business Combination Agreement, to permit the Company, subject to receiving any required consent from the holders of Public Warrants, to convert the Public Warrants into Class A common stock in a manner and amount to be specified in the Proxy Statement and approved by the Seller Representative, which Class A common stock would be converted automatically into the right to receive one share of Pubco common stock at the Closing.

~~The~~On August ~~Company~~11, ~~engaged~~2023, ~~A.G.P. as~~the anparties ~~advisor~~entered ininto ~~connection~~a ~~with~~Third Amendment to the Business Combination Agreement, pursuant to ~~assist~~which the ~~Company~~parties inamended the ~~holding~~Business ~~meetings~~Combination ~~with~~Agreement ~~its~~in ~~stockholders~~order to, ~~discuss~~ among other things, (i) extend the ~~potential~~Due ~~Business~~Diligence ~~Combination~~Period and the ~~target~~date ~~business’~~of ~~attributes,~~the torequired delivery ~~introduce~~of ~~the~~disclosure ~~Company~~schedules to ~~potential~~August ~~investors~~31, ~~that~~2023, ~~are interested~~(ii) inprovide ~~purchasing~~for ~~its~~a ~~securities~~proposal in ~~connection~~the ~~with~~Proxy ~~the~~Statement ~~initial~~to ~~Business~~approve ~~Combination,~~an ~~and~~amendment to ~~assist~~ the Company’s ~~with~~current ~~its~~charter ~~press releases~~to ~~and~~eliminate ~~public~~the ~~filings~~requirement inthat ~~connection with~~ the ~~Business Combination. The~~ Company ~~will~~retain ~~pay~~at ~~A.G.P.~~least a$5,000,001 ~~fee~~of innet ~~cash~~tangible ~~for~~assets ~~such services~~following ~~upon~~ the ~~consummation~~redemption of the ~~initial~~Company’s ~~Business~~public ~~Combination~~shares in anconnection ~~amount~~with ~~equal~~the ~~to 3.5%~~Business ofCombination, ~~the~~and ~~gross~~to ~~proceeds~~further ofamend the ~~IPO,~~closing ~~or $5,031,250 in~~condition in the ~~aggregate.~~Business ~~Pursuant~~Combination toAgreement ~~the~~such ~~terms~~that of the ~~Business~~Company ~~Combination~~would ~~marketing~~not ~~agreement,~~be norequired ~~fee~~to ~~will~~retain beat ~~due~~least if$5,000,001 ~~the~~of ~~Company~~net ~~does~~tangible ~~not complete~~assets anfollowing ~~initial~~the ~~Business~~redemption ~~Combination.~~of Aspublic ofshares ~~September~~in ~~30,~~the ~~2024,~~event nosuch ~~expense~~proposal ~~has~~is ~~been~~approved, ~~recorded~~and as(iii) extend the ~~Business~~Outside ~~Combination~~Date isto ~~not~~February ~~deemed~~15, ~~probable~~2024.

On May 15, 2024, the Company and SVES mutually terminated the SVES Business Combination Agreement. As part of the termination the SVES Promissory Note was declared null and void.

On February 1328, ~~2023~~2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) the Company (together with its successors, the “Purchaser”), (ii) Relativity Holdings Inc., a Delaware corporation and a wholly owned subsidiary of ~~Relativity~~the Purchaser (“Pubco”), (iii) Relativity Purchaser Merger Sub II Inc., a ~~Delaware~~company ~~corporation~~to be formed in the Cayman Islands and a wholly owned subsidiary of Pubco (the “Merger Sub”), ~~(iv)~~and ~~SVES~~the GOMerger Sub, ~~LLC,~~ acollectively ~~Florida~~with the ~~limited~~Purchaser ~~liability~~and ~~company~~Pubco, ~~SVES~~the ~~LLC~~“Purchaser Parties”), a(iv) ~~Florida~~Instinct ~~limited~~Brothers ~~liability company~~Co., ~~SVES CP LLC~~Ltd, a ~~Florida~~corporation ~~limited~~organized ~~liability~~under ~~company~~the laws ~~and~~of ~~SVES~~Japan ~~Apparel LLC, a Florida limited liability company~~ (~~collectively,~~an ~~the~~ “Operating ~~Companies~~Company” orand “~~SVES~~Target Company”)~~, (v)~~ ~~SVGO LLC, ESGO LLC, SV Apparel LLC,~~ and ESits ~~Business~~shareholder ~~Consulting LLC~~ (~~each a~~ “Seller”), (vi) ~~Timothy J. Fullum and Salomon~~Tomoki ~~Murciano,~~Nagano (~~vii~~“Founder”), ~~the Sponsor and~~ (~~viii~~vii) ~~Timothy~~Relativity J.Acquisition ~~Fullum.~~Sponsor, ~~SVES~~LLC, is a ~~key~~Delaware ~~intermediary~~limited ~~connecting~~liability ~~full-price~~company, ~~fashion~~in ~~brands~~the ~~with~~capacity ~~off-price~~as the ~~retailers~~representative ~~that~~from ~~are~~and ~~able~~after tothe ~~sell~~Effective ~~inventory~~Time ~~that~~(as ~~would~~defined ~~otherwise~~below) befor ~~sold or disposed of by full-price brands at a significant loss. At~~ the ~~closing~~stockholders of ~~the~~Pubco ~~transactions~~(other ~~contemplated~~than by the ~~Business Combination Agreement (the “Closing”~~Seller), in accordance with the ~~DGCL,~~ ~~(a)~~terms ~~the Merger Sub will merge with~~ and ~~into~~conditions ~~the~~of ~~Company,~~this ~~with~~Agreement (the ~~Company~~“Purchaser ~~surviving the Business Combination as a wholly owned subsidiary of Pubco~~Representative”), and (bviii) ~~each~~Tomoki ~~Seller~~Nagano ~~will contribute all of its ownership interest~~ in ~~each Operating Company to Pubco in exchange for aggregate consideration in~~ the ~~amount of $632,000,000, to be paid in the common stock of Pubco valued at $10.00 per share of common~~capacity ~~stock.~~as At the ~~Closing,~~representative ~~each~~from ~~public~~and ~~warrant~~after of the ~~Company~~date ~~will~~hereof befor ~~converted into one Pubco public warrant and each private warrant of~~ the ~~Company~~Seller ~~will be converted into one Pubco private warrant,~~ in ~~each~~accordance ~~case~~ with ~~such Pubco warrant having substantially~~ the ~~same~~ terms and conditions asof ~~set~~this ~~forth~~Agreement in (the ~~respective Company warrants, except that in each case they will represent the right to acquire shares~~ of“Seller ~~Pubco common stock in lieu of shares of Class A common stock~~Representative”).

16Note 7 — Fair Value Measurement

OnThe following ~~April~~tables ~~19,~~present ~~2023,~~information about the Company~~, the~~’s ~~Purchaser~~assets ~~Representative~~ and ~~the~~liabilities ~~Seller~~that ~~Representative~~were ~~entered~~measured ~~into~~at ~~the~~fair ~~Second~~value ~~Amendment~~on toa ~~the Business Combination Agreement (the~~recurring ~~“Second~~basis ~~BCA~~as ~~Amendment”)~~of ~~pursuant~~March to31, ~~which~~2025 ~~the~~and ~~parties~~December ~~amended the Business Combination Agreement~~31, as2024 ~~amended,~~and inindicate ~~order (i) to extend~~ the ~~date~~fair byvalue ~~which~~hierarchy of the ~~Seller~~valuation ~~Representative~~techniques ~~is required to deliver Audited Company Financials to~~ the Company ~~from April 7,~~utilized ~~2023~~ to ~~May~~determine 1,such ~~2023,~~fair ~~(ii)~~value. toThe ~~extend the period of time in which the~~ Company ~~may~~uses ~~conduct~~inputs ~~additional~~such ~~due~~as ~~diligence~~actual ontrade ~~SVES (the “Due Diligence Period”) from 5:00 p.m. on April 7~~data, ~~2023~~benchmark ~~to 5:00 p.m. May 1~~yields, ~~2023~~quoted ~~and~~market ~~(iii)~~prices infrom ~~connection with the transactions contemplated~~dealers byor ~~the Business Combination Agreement~~brokers, toand ~~permit~~other ~~the~~similar ~~Company,~~sources ~~subject~~ to ~~receiving~~determine ~~any required consent from~~ the ~~holders~~fair value of ~~Public~~its ~~Warrants, to~~investments ~~convert the Public Warrants into Class A common stock~~ in ~~a manner and amount to be specified in~~ the ~~Proxy~~Mutual ~~Statement and approved by the Seller Representative, which Class A common stock would be converted automatically into the right to receive one share of Pubco common stock at the Closing~~Fund.

On August 11, 2023, the parties entered into a Third Amendment to the Business Combination Agreement, pursuant to which the parties amended the Business Combination Agreement in order to, among other things, (i) extend the Due Diligence Period and the date of the required delivery of disclosure schedules to August 31, 2023, (ii) provide for a proposal in the Proxy Statement to approve an amendment to the Company’s current charter to eliminate the requirement that the Company retain at least $5,000,001 of net tangible assets following the redemption of the Company’s public shares in connection with the Business Combination, and to further amend the closing condition in the Business Combination Agreement such that the Company would not be required to retain at least $5,000,001 of net tangible assets following the redemption of public shares in the event such proposal is approved, and (iii) extend the Outside Date to February 15, 2024.

	March 31, 2025		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Public Warrants	$	685,681	$	—	$	—	$	685,681
Private Warrants		31,183		—		—		31,183
Warrant Liabilities	$	716,864	$	—	$	—	$	716,864

~~On May 15, 2024, the Company and SVES mutually terminated the SVES Business Combination Agreement. As part of the termination the SVES Promissory Note was declared null and void.~~16

Note 7 — Fair Value Measurement

	December 31, 2024		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Public Warrants	$	518,219	$	—	$	—	$	518,219
Private Warrants		23,568		—		—		23,568
Warrant Liabilities	$	541,787	$	—	$	—	$	541,787

~~The following tables present~~Transfers ~~information~~to/from ~~about~~Levels ~~the~~1, ~~Company’s~~2 ~~assets~~ and ~~liabilities~~3 ~~that~~are ~~were~~recognized ~~measured~~ at ~~fair~~the ~~value~~end ~~on a recurring basis as~~ of ~~September~~the ~~30, 2024~~reporting ~~and~~period ~~December~~in ~~31,~~which ~~2023~~a ~~and~~change ~~indicate~~in ~~the fair value hierarchy of the~~ valuation ~~techniques~~technique ~~the~~or ~~Company~~methodology ~~utilized to determine such fair value~~occurs. There ~~The~~were ~~Company~~no ~~uses~~transfers ~~inputs~~during ~~such~~the asyear ~~actual~~ended ~~trade~~December ~~data~~31, ~~benchmark~~2024 ~~yields, quoted market prices from dealers or brokers,~~ and ~~other~~for ~~similar sources to determine~~ the ~~fair~~three ~~value~~months ofended ~~its~~March ~~investments~~31, ~~in the Mutual Fund~~2025.

	September 30, 2024		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Public Warrants	$	439,156	$	—	$	—	$	439,156
Private Warrants		19,972		—		—		19,972
Warrant Liabilities	$	459,128	$	—	$	—	$	459,128

The warrants were initially classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants. On December 31, 2022, the Public Warrants were reclassified to Level 2 as no trading activity took place on the reporting dates. Subsequently, on December 31, 2023, the Public Warrants were reclassified to Level 3 as the Public Warrants were valued utilizing the market approach. The Company used the median warrant trading price of market comparable Special Purpose Acquisition Companies due to the lack of trading activity of the Company’s warrants. The Company chose Special Purpose Acquisition Companies with a similar initial public offering size and warrant coverage for the analysis. This approach requires a significant amount of judgment and is highly susceptible to variability based on the sample of comparable Special Purpose Acquisition Companies used.

	December 31, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Mutual Fund held in Trust Account	$	1,746,543	$	1,746,543	$	—	$	—
Liabilities:
Public Warrants	$	503,125	$	—	$	—	$	503,125
Private Warrants		22,882		—		—		22,882
Warrant Liabilities	$	526,007	$	—	$	—	$	526,007

The Private Warrants, since issuance, have been valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility 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 zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. On December 31, 2023, the Private Warrants were valued utilizing the market approach, consistent with the valuation method applied to the Public Warrants.

~~Transfers~~As of ~~to/from~~March ~~Levels 1~~31, 22025 and 3December ~~are~~31, ~~recognized~~2024, at the ~~end~~Public ofand ~~the~~Private ~~reporting~~Warrants ~~period~~were invalued ~~which~~utilizing athe ~~change~~market inapproach ~~valuation~~as ~~technique~~described ~~or methodology occurs~~above. The ~~During~~changes in the ~~year~~ ~~ended~~fair ~~December~~value ~~31,~~of ~~2023,~~the ~~there~~Company’s ~~was~~Warrants ahave ~~transfer~~an ofeffect ~~$503,125~~on ~~from~~the ~~Level~~Company’s 2net toincome, ~~Level~~however, 3the ~~for~~changes in ~~the~~fair ~~Public~~value ~~Warrants~~have ~~due~~no toeffect on the ~~delisting~~cash flows of the Company~~’s securities from Nasdaq~~.

17The following table provides quantitative information regarding Level 3 fair value measurements inputs at March 31, 2025 and December 31, 2024 measurement dates for Public and Private Warrants:

The warrants were initially classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants. On December 31, 2022, the Public Warrants were reclassified to Level 2 as no trading activity took place on the reporting dates. Subsequently, on December 31, 2023, the Public Warrants were reclassified to Level 3 as the Public Warrants were valued utilizing the market approach. The Company used the median warrant trading price of market comparable Special Purpose Acquisition Companies due to the lack of trading activity of the Company's warrants. The Company chose Special Purpose Acquisition Companies with a similar initial public offering size and warrant coverage for the analysis. This approach requires a significant amount of judgment and is highly susceptible to variability based on the sample of comparable Special Purpose Acquisition Companies used.

Measurement Date	Range		Median
March 31, 2025		$0.008 - $0.390	$	0.048
December 31, 2024		$0.015 - $0.100	$	0.036

The ~~Private Warrants, since~~ ~~issuance,~~change ~~have~~in ~~been~~the ~~valued~~fair ~~using~~value aof ~~Monte~~the ~~Carlo~~warrant ~~model~~liabilities, ~~which~~measured isusing ~~considered to be a~~ Level 3 ~~fair value measurement. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility~~inputs, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility 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 zero-coupon yield curve on the grant date for ~~a maturity similar to~~ the ~~expected~~three ~~remaining~~months ~~life~~ended ofMarch the warrants. The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. On December 31, ~~2023,~~2025 ~~the~~and ~~Private Warrants were valued utilizing the market approach,~~2024 ~~consistent~~is ~~with~~summarized ~~the~~as ~~valuation method applied to the Public Warrants.~~follows:

For the three months ended September 30, 2024 and the year ended December 31, 2023, the Public and Private Warrants were valued utilizing the market approach as described above. The changes in the fair value of the Company’s Warrants have an effect on the Company’s net income, however, the changes in fair value have no effect on the cash flows of the Company.

	Warrant
	Liabilities
Warrant liabilities at December 31, 2024	$	541,787
Change in fair value of warrant liabilities		175,077
Warrant liabilities at March 31, 2025	$	716,864

The following table provides quantitative information regarding Level 3 fair value measurements inputs at September 30, 2024 and December 31, 2024 measurement dates for Public and Private Warrants:

	Warrant
	Liabilities
Warrant liabilities at December 31, 2023	$	526,007
Change in fair value of warrant liabilities		(157,802	)
Warrant liabilities at March 31, 2024	$	368,205

Measurement Date	Range		Median
September 30, 2024		$0.007 - $0.160	$	0.031
December 31, 2023		$0.010 - $0.063	$	0.035

Note 8 — Warrant Liability

As of March 31, 2025 and December 31, 2024, there were 15,028,750 warrants outstanding. The ~~change~~Company accounted for the 15,028,750 warrants issued in connection with the ~~fair~~IPO ~~value~~(14,375,000 Public Warrants and 653,750 Private Placement Warrants) in accordance with ofthe guidance contained in ASC Topic 815-40. Such guidance provides that because the ~~warrant~~warrants ~~liabilities,~~do ~~measured~~not ~~using~~meet ~~Level~~the 3criteria ~~inputs~~for equity treatment thereunder, ~~for~~each ~~the~~warrant ~~three~~must ~~and~~be ~~nine~~recorded ~~months~~as ~~ended~~a ~~September~~liability. 30Accordingly, ~~2024~~the ~~and~~Company ~~2023~~classifies each warrant as a liability at its fair value. This liability is ~~summarized~~subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability is asadjusted ~~follows:~~to fair value, with the change in fair value recognized in the Company’s unaudited condensed consolidated statements of operations.

	Warrant
	Liabilities
Warrant liabilities at December 31, 2023	$	526,007
Change in fair value of warrant liabilities		(157,802	)
Warrant liabilities at March 31, 2024	$	368,205
Change in fair value of warrant liabilities		176,964
Warrant liabilities at June 30, 2024	$	545,169
Change in fair value of warrant liabilities		(86,041	)
Warrant liabilities at September 30, 2024	$	459,128

	Warrant
	Liabilities
Warrant liabilities at December 31, 2022	$	20,434
Change in fair value of warrant liabilities		10,357
Warrant liabilities at March 31, 2023	$	30,791
Change in fair value of warrant liabilities		—
Warrant liabilities at June 30, 2023	$	30,791
Change in fair value of warrant liabilities		—
Warrant liabilities at September 30, 2023	$	30,791

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, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

18The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of this offering and will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

The Company ~~change~~will innot be obligated to deliver any shares of Class A common stock pursuant to the ~~fair~~exercise ~~value~~of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No warrant ~~liabilities~~will be exercisable, ~~measured~~and ~~using~~the ~~Level~~Company will 3not ~~inputs~~be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, ~~for~~qualified or deemed to be exempt under the ~~years~~securities ~~ended~~laws ~~December~~of 31the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, ~~2023~~the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is ~~summarized~~not aseffective ~~follows:~~for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

	Warrant
	Liabilities
Warrant liabilities at December 31, 2022	$	20,434
Change in fair value of warrant liabilities		2,448
Transfer to Level 3 from Level 2		503,125
Warrant liabilities at December 31, 2023	$	526,007

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 52nd day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~During the year ended December~~Redemption ~~31, 2023, there was a transfer~~ of ~~$503,125~~warrants ~~from~~when ~~Level 2 to Level 3 for~~ the ~~Public~~price ~~Warrants~~per ~~due~~share toof ~~the~~Class A ~~delisting~~common ofstock ~~the~~equals ~~Company’s securities~~or ~~from~~exceeds ~~Nasdaq~~$18.00.

~~Note 8~~Once the ~~— Warrant~~warrants ~~Liabilities~~become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

As● ofin ~~September~~whole ~~30, 2024~~ and ~~December~~not ~~31,~~in ~~2023,~~part; ~~there~~● ~~were 15,028,750 warrants~~at ~~outstanding.~~a ~~The~~price ~~Company~~of ~~accounted~~$0.01 ~~for~~per ~~the 15,028,750 warrants issued~~warrant; in● ~~connection~~upon ~~with~~not ~~the~~less ~~IPO~~than ~~(14,375,000 Public~~30 ~~Warrants~~days’ ~~and 653,750 Private~~prior ~~Placement~~written ~~Warrants)~~notice inof ~~accordance~~redemption ~~with~~ (the ~~guidance~~“30-day ~~contained~~redemption inperiod”) ~~ASC~~to ~~Topic~~each ~~815-40.~~warrant ~~Such~~holder; ~~guidance~~and ~~provides~~● ~~that~~if, ~~because~~and ~~the~~only ~~warrants~~if, dothe ~~not~~reported ~~meet~~last ~~the~~sale ~~criteria~~price ~~for~~of ~~equity~~the ~~treatment thereunder,~~Class ~~each~~A ~~warrant~~common ~~must~~stock beequals ~~recorded~~or asexceeds ~~a liability~~$18.00 ~~Accordingly,~~per ~~the~~share ~~Company classifies each warrant~~ (as aadjusted ~~liability~~for atstock ~~its~~splits, ~~fair value.~~stock ~~This~~dividends, ~~liability~~reorganizations, isrecapitalizations ~~subject~~and tothe ~~re-measurement~~like) atfor ~~each~~any ~~balance~~20 ~~sheet~~trading ~~date.~~days ~~With~~within ~~each~~a ~~such re~~30-~~measurement,~~trading ~~the~~day ~~warrant~~period ~~liability~~ending ~~is adjusted~~three tobusiness ~~fair~~days ~~value,~~before ~~with~~ the ~~change~~Company insends ~~fair value recognized in~~ the ~~Company’s~~notice ~~condensed~~of ~~consolidated~~redemption ~~statements~~to ofthe ~~operations~~warrant holders.

~~The warrants will become exercisable on the later of 30~~Note ~~days after the completion of the initial Business Combination or 12 months from the closing~~9 ~~of this offering and will expire at 5:00~~— ~~p.m.,~~Stockholders’ New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.Deficit

~~The Company will not be~~Preferred obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.Stock

The ~~Company has agreed that~~ ~~as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the~~ Company ~~will~~ ~~use~~is ~~its~~authorized ~~best efforts~~ to ~~file with the SEC a registration statement covering the shares of Class~~issue ~~A common stock issuable upon exercise of the warrants~~1, ~~to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed~~000, ~~as specified in the warrant agreement. If a registration statement covering the~~ 000 shares of ~~Class A~~preferred ~~common~~ stock ~~issuable~~with upon exercise of the warrants is not effective by the 52nd day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a ~~“cashless basis”~~par invalue ~~accordance with Section 3(a)(9)~~ of ~~the Securities Act or another exemption~~$0. ~~Notwithstanding the above, if the Class~~0001 Aper ~~common~~share. ~~stock~~At isMarch ~~at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act~~31, ~~the Company may, at its option,~~ ~~require~~2025 ~~holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act~~ and, inDecember ~~the event the Company so elect~~31, ~~it will not be required to file or maintain in effect a registration statement~~2024, ~~and~~ inthere ~~the~~were ~~event~~no ~~the~~shares ~~Company~~of ~~does~~preferred ~~not~~stock soissued ~~elect, the Company will use its best efforts to register~~ or ~~qualify the shares under applicable blue sky laws to the extent an exemption is not available~~outstanding.

19Class A Common Stock

~~Redemption~~The Company is authorized to issue 100,000,000 shares of ~~warrants when~~Class A ~~the~~common ~~price~~stock with a par value of $0.0001 per share. Holders of Class A common stock ~~equals~~are entitled to one vote for each share. At March 31, 2025 and December 31, 2024, there were 4,247,499 shares of Class A common stock issued or ~~exceeds~~outstanding, ~~$18~~respectively, excluding 62,488 and 63,241 shares subject to possible redemption, respectively.~~00.~~

~~Once the warrants become~~Class B ~~exercisable,~~Common ~~the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):~~Stock

●The Company inis ~~whole~~authorized ~~and~~to ~~not~~issue 10,000,000 shares inof ~~part;~~Class B ●common atstock with a ~~price~~par value of $0.01 0001 per ~~warrant;~~share. ●Holders of ~~upon~~the ~~not~~Class B ~~less~~common ~~than~~stock 30are ~~days’~~entitled ~~prior~~to ~~written~~one ~~notice~~vote offor ~~redemption~~each ~~(the~~share. ~~“30-day~~At ~~redemption~~March ~~period”)~~31, to2025 ~~each~~and ~~warrant~~December ~~holder;~~31, 2024, there was 1 share of Class B common stock issued and ●outstanding. ifAt December 31, ~~and~~2022, ~~only~~there ifwere 468,750 Class ~~the~~B ~~reported~~shares ~~last~~that ~~sale~~were ~~price~~subject to offorfeiture to the ~~Class~~extent Athat ~~common~~the ~~stock~~underwriters’ ~~equals~~over-allotment oroption ~~exceeds~~was ~~$18.00~~not ~~per~~exercised ~~share~~in ~~(as~~full ~~adjusted~~so ~~for~~that ~~stock~~the ~~splits,~~Founder ~~stock~~Shares ~~dividends~~would represent, ~~reorganizations~~on an as-converted basis, 20% ~~recapitalizations~~of the Company’s issued and outstanding shares after the ~~like)~~IPO ~~for~~(assuming ~~any~~the 20Sponsor did ~~trading~~not ~~days~~purchase ~~within~~any apublic ~~30-trading~~shares ~~day~~in ~~period~~the ~~ending~~IPO). ~~three~~As ~~business~~of ~~days~~February ~~before~~15, 2022, the ~~Company~~over-allotment ~~sends~~option ~~the~~was ~~notice~~fully ofexercised ~~redemption~~and tosuch ~~the~~shares were ~~warrant~~no ~~holders~~longer subject to forfeiture.

~~Note 9~~On February ~~— Stockholders~~27, 2023, the Company issued an aggregate of 3,593,749 shares of its Class A common stock, par value $0.0001 per share, to the Sponsor, A.G.P./Alliance Global Partners, George Syllantavos and Anastasios Chrysostomidis, the holders of the Company’s Class ~~Deficit~~B common stock, par value $0.0001 per share, upon the conversion of an equal number of shares of Class B Common Stock (the “Conversion”). The 3,593,749 shares of Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B Common Stock before the 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 prospectus for the Company’s initial public offering. Following the Conversion, there are 4,400,794 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding.

~~Preferred~~The remaining ~~Stock~~share of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO (not including the shares of Class A common stock issuable to the Representative) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for the initial Business Combination; (ii) negotiation with Class A stockholders on structuring an initial Business Combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of the Class B common stock but would reduce the percentage ownership of holders of the Class A common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes of the Company’s common stock. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.19

~~Class~~Note A10 — Segment ~~Common Stock~~Reporting

~~The~~ASC Topic ~~Company~~280, “Segment isReporting,” ~~authorized~~ establishes standards for companies to ~~issue 100,000,000 shares~~report ofin ~~Class A~~their ~~common~~financial ~~stock~~statement ~~with~~information about aoperating ~~par~~segments, ~~value~~products, ofservices, $0geographic areas, and major customers.~~0001~~ ~~per~~Operating ~~share.~~segments ~~Holders~~are ofdefined ~~Class A~~as components ~~common~~of ~~stock~~an ~~are~~enterprise ~~entitled~~that toengage ~~one~~in ~~vote~~business ~~for~~activities ~~each~~from ~~share.~~which Atit ~~September~~may ~~30,~~recognize ~~2024~~revenues and ~~December~~incur 31expenses, ~~2023,~~and ~~there~~for ~~were~~which ~~4,247,499~~separate ~~shares~~financial information ofis ~~Class A~~available ~~common~~that ~~stock~~is ~~issued~~regularly orevaluated ~~outstanding,~~by ~~respectively,~~the ~~excluding~~Company’s 63chief operating decision maker (“CODM”),~~241~~ ~~and~~or ~~153~~group,~~295~~ in ~~shares~~deciding ~~subject~~how to ~~possible~~allocate ~~redemption,~~resources ~~respectively~~and assess performance.

~~Class B~~The Company’s ~~Common~~CODM ~~Stock~~has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The ~~Company is authorized~~ toCODM ~~issue 10,000,000 shares~~assesses ofperformance ~~Class B~~for ~~common stock with a par value of $0.0001 per share. Holders of~~ the ~~Class B common~~single ~~stock~~segment ~~are~~and ~~entitled~~decides how to ~~one~~allocate ~~vote~~resources ~~for~~based ~~each~~on ~~share.~~net Atloss ~~September~~that ~~30,~~also ~~2024~~is ~~and~~reported ~~December~~on ~~31,~~the condensed ~~2023,~~consolidated ~~there~~statements ~~was 1 share~~ of ~~Class B common~~operations ~~stock~~as ~~issued~~net ~~and outstanding~~loss. AtThe ~~December~~measure ~~31,~~of ~~2022,~~segment ~~there~~assets ~~were 468,750 Class~~is Breported ~~shares~~on ~~that~~the ~~were~~condensed ~~subject to forfeiture~~consolidated tobalance ~~the~~sheets ~~extent~~as ~~that~~total ~~the~~assets. ~~underwriters’~~When ~~over-allotment~~evaluating ~~option was not exercised in full so that~~ the ~~Founder Shares would represent, on an as-converted basis, 20% of the~~ Company’s ~~issued~~performance and ~~outstanding~~making ~~shares~~key ~~after~~decisions ~~the~~regarding ~~IPO~~resource ~~(assuming~~ allocation, the ~~Sponsor~~CODM ~~did~~reviews ~~not~~several ~~purchase any~~key ~~public~~metrics ~~shares~~included in ~~the~~net ~~IPO).~~loss Asand oftotal ~~February 15~~assets, ~~2022,~~which include the ~~over-allotment option was fully exercised and such shares were no longer subject to forfeiture.~~following:

On February 27, 2023, the Company issued an aggregate of 3,593,749 shares of its Class A common stock, par value $0.0001 per share, to the Sponsor, A.G.P./Alliance Global Partners, George Syllantavos and Anastasios Chrysostomidis, the holders of the Company’s Class B common stock, par value $0.0001 per share, upon the conversion of an equal number of shares of Class B Common Stock (the “Conversion”). The 3,593,749 shares of Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B Common Stock before the 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 prospectus for the Company’s initial public offering. Following the Conversion, there are 4,400,794 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding.

	March 31,		December 31,
	2025		2024
Cash held in Trust Account	$	773,667	$	769,267
Cash	$	45,438	$	1,674

	For the Three Months Ended March 31, 2025		For the Three Months Ended March 31, 2024
Formation and operating costs	$	293,991	$	407,744
Interest income on cash and investments held in Trust Account	$	6,111	$	16,109

The ~~remaining share of Class B~~ ~~common~~CODM ~~stock~~reviews ~~will~~interest ~~automatically~~earned ~~convert into shares of Class A common stock at the time of the initial Business Combination~~ on ~~a one-for-one~~marketable basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities~~, are~~ ~~issued~~held ~~or deemed issued~~ in ~~excess~~Trust ofAccount ~~the~~to ~~amounts~~measure ~~offered in the IPO~~ and ~~related~~monitor toshareholder ~~the~~value closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO (not including the shares of Class A common stock issuable to the Representative) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine ~~at this time whether a majority of~~ the ~~holders of the Class B common stock at the time of any future issuance~~ ~~would~~most ~~agree~~effective tostrategy ~~waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part~~ of ~~the~~investment ~~agreement for the initial Business Combination; (ii) negotiation~~ with ~~Class A stockholders on structuring an initial Business Combination; or (iii) negotiation with parties providing financing which would trigger~~ the ~~anti-dilution~~Trust ~~provisions~~Account offunds ~~the~~while ~~Class B~~maintaining ~~common~~compliance stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of the Class B common stock but would reduce the percentage ownership of holders of the Class A common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes of the Company’s common stock. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues in a financing transaction in connection with the ~~initial~~Trust ~~Business Combination, including but not limited to a private placement of equity or debt~~Agreement. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

~~Note 11~~Formation and ~~— Subsequent~~operating ~~Events~~costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews these costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation and operating costs, as reported on the condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

~~The Company evaluated subsequent~~All ~~events~~other ~~and~~segment ~~transactions~~items ~~that~~included ~~occurred~~in ~~after~~net ~~the~~income ~~condensed~~are ~~consolidated~~reported ~~balance~~on ~~sheet date up to~~ the ~~date that the~~ condensed consolidated ~~financial~~ statements ~~were~~of ~~issued.~~operations ~~Based~~and ondescribed ~~this~~within ~~review, besides the event below, the Company did not identify any subsequent events that~~their ~~would~~respective ~~have required adjustment or disclosure in the condensed consolidated financial statements~~disclosures.

~~Resignation~~Note 11 — Subsequent ~~of a Director~~Events

OnThe Company ~~January~~evaluated ~~31,~~subsequent ~~2025,~~events ~~Mr. Francis~~and ~~Knuettel~~transactions ~~II,~~that ~~resigned~~occurred asafter athe ~~Board~~condensed ~~member~~consolidated ~~and~~balance assheet adate ~~member~~up ofto ~~our~~the ~~Audit~~date that ~~Committee.~~the ~~Mr.~~unaudited ~~Knuettel~~condensed IIconsolidated ~~had~~financial nostatements ~~disagreements~~were ~~with~~issued. Based on this review, the Company ondid not identify any ~~matter~~subsequent events ~~related~~that towould have required adjustment or disclosure in the ~~Company’s~~unaudited ~~operations,~~condensed ~~policies~~consolidated orfinancial ~~practices~~statements.

~~Appointment of Directors~~20

~~On February 1, 2025 the~~Item ~~Company~~2. ~~appointed~~Management’s ~~David~~Discussion ~~Kane as a Director~~ and ~~Chair~~Analysis of ~~the~~Financial ~~Audit~~Condition ~~Committee,~~ and ~~Jessica~~Results ~~Assaf as a Director and Chair~~ of ~~the Compensation Committee~~Operations.

~~2025~~References to ~~Charter~~the ~~Amendment~~“Company,” ~~Shareholder~~“us,” ~~Meeting~~“our” or “we” refer to Relativity Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (the “Report”).

~~On February 13, 2025, the~~Cautionary ~~Company~~Note ~~held~~Regarding aForward-Looking 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 “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 board of directors. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on February 17, 2025.Statements

InAll statements ~~connection~~other ~~with~~than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the ~~extension~~plans and objectives of Management for future operations, are forward-looking onstatements. ~~February~~When 13used in this Report, ~~2025~~words such as “anticipate,” ~~stockholders~~“believe,” ~~holding~~“estimate,” ~~753~~“expect,” “intend” ~~Public~~and ~~Shares~~similar ~~exercised~~expressions, ~~their~~as ~~right~~they relate to ~~redeem~~us ~~such~~or ~~shares~~our ~~for~~Management, aidentify ~~pro~~forward-looking ~~rata~~statements. ~~portion~~Such ~~of the~~forward-looking ~~funds~~statements inare based on the ~~Company’s~~beliefs ~~Trust~~of ~~Account.~~our AsManagement, aas ~~result~~well as assumptions made by, ~~approximately~~and $7information currently available to,~~530~~ ~~(approximately~~our ~~$11~~Management.96 Actual ~~per~~results ~~Public~~could ~~Share)~~differ ~~was~~materially ~~removed~~ from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the ~~Trust~~SEC. ~~Account~~All subsequent written or oral forward-looking statements attributable to ~~pay~~us ~~such~~or ~~holders~~persons ~~and~~acting ~~approximately~~on ~~$760,000~~our ~~remained~~behalf are qualified in ~~the~~their ~~Trust~~entirety ~~Account~~by this paragraph.

~~Business~~The following ~~Combination~~discussion ~~Agreement~~and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”.

On February 28, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) the Company (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 ( “Seller”), (vi) Tomoki Nagano (“Founder”), (vii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Pubco (other than the Seller) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), and (viii) Tomoki Nagano in the capacity as the representative from and after the date hereof for the Seller in accordance with the terms and conditions of this Agreement (the “Seller Representative”).Overview

~~Promissory~~We ~~Note~~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.

~~On January 24, 2025, the Company entered into a promissory note (“Instinct Note”) with Instinct Bio Technical~~Recent 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 the date of the issuance of this Quarterly Report, $175,000 has been funded to the Company.Developments

21Extension of our Combination Period

~~Item~~We initially 2had 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. ~~Management’s~~We ~~Discussion~~currently ~~and~~have ~~Analysis~~until February 15, 2026 to consummate an initial Business Combination (subject to further extension with the approval of ~~Financial~~stockholders ~~Condition~~pursuant to the Fourth Amended and ~~Results~~Restated ofCharter, ~~Operations~~consistent with applicable laws, regulations and stock exchange rules).

~~References~~We have toextended ~~the~~our ~~“Company,” “us,”~~time ~~“our”~~to orcomplete ~~“we”~~a ~~refer~~business tocombination ~~Relativity~~four ~~Acquisition~~times, ~~Corp.~~with ~~The~~our ~~following~~stockholders ~~discussion~~having ~~and~~the ~~analysis~~ability ~~of our~~to ~~financial~~redeem ~~condition~~each ~~and~~time. ~~results~~Following such ofredemptions, ~~operations~~there ~~should~~are becurrently ~~read~~62,488 inPublic ~~conjunction~~Shares ~~with~~outstanding ~~the~~and ~~unaudited~~a ~~condensed~~total ~~financial~~of ~~statements~~4,309,988 ~~and notes~~shares ~~thereto~~of ~~contained~~Class ~~elsewhere~~A inCommon ~~this~~Stock ~~Quarterly~~and ~~Report~~one share onof ~~Form~~Class ~~10-Q~~B ~~(the~~Common ~~“Report”)~~stock outstanding.

~~Cautionary~~Instinct Brothers ~~Note~~Co., ~~Regarding~~Ltd ~~Forward-Looking Statements~~Business Combination

~~All~~On February ~~statements~~28, ~~other~~2025, ~~than statements~~we ofentered ~~historical~~into ~~fact~~a ~~included~~Business inCombination ~~this~~Agreement ~~Report~~(the ~~including,~~“Business ~~without~~Combination ~~limitation,~~Agreement”) ~~statements~~by ~~under~~and ~~this~~among ~~“Management’s~~(i) ~~Discussion~~Relativity ~~and~~Acquisition ~~Analysis~~Corp., ofa ~~Financial~~Delaware ~~Condition~~corporation ~~and~~(together ~~Results~~with ofits ~~Operations”~~successors, ~~regarding~~the ~~our~~“Purchaser”), ~~financial~~(ii) ~~position~~Relativity Holdings Inc., ~~business~~a ~~strategy~~Delaware corporation and ~~the~~ ~~plans~~a ~~and~~wholly ~~objectives~~owned subsidiary of ~~management~~the ~~for~~Purchaser ~~future operations~~(“Pubco”), ~~are~~(iii) ~~forward-looking~~Relativity ~~statements~~Purchaser Merger Sub II Inc., ~~When~~a ~~used~~company to be formed in ~~this~~the ~~Report,~~Cayman ~~terminology~~Islands ~~such as~~and ~~“may,”~~a ~~“should,”~~wholly ~~“expect,”~~owned ~~“intend,”~~subsidiary ~~“will,”~~of ~~“estimate,”~~Pubco (the “~~anticipate,~~Merger Sub” and the ~~“believe,”~~Merger ~~“predict~~Sub,” ~~“project,”~~collectively ~~“target,”~~with ~~“budget,”~~the ~~“forecast,” “could,”~~Purchaser ~~“continue,”~~and ~~“plan~~Pubco,” orthe “~~potentially~~Purchaser Parties”), or(iv) ~~the~~Instinct ~~negatives~~Brothers ofCo., ~~these~~Ltd, ~~terms~~a ~~or variations~~corporation oforganized ~~them~~under orthe ~~similar~~laws ~~terminology,~~of asJapan ~~they~~(an ~~relate~~“Operating toCompany” usand or“Target ~~our~~Company”) ~~management,~~and ~~identify~~its ~~forward-looking~~shareholder ~~statements.~~named ~~Such~~on Annex ~~forward-looking~~I ~~statements are~~hereto ~~based~~( on“Seller”), ~~the~~(vi) ~~beliefs~~Tomoki ofNagano ~~management~~(“Founder”), as(vii) ~~well~~Relativity asAcquisition ~~assumptions~~Sponsor, ~~made by~~LLC, ~~and~~a ~~information~~Delaware limited ~~currently~~liability ~~available to~~company, ~~our~~in ~~management.~~the ~~Actual results~~capacity ~~could~~as ~~differ~~the ~~materially~~representative ~~from~~for ~~those~~the ~~contemplated~~stockholders byof ~~the~~Pubco ~~forward-looking~~(other ~~statements~~than asthe aSeller) ~~result~~(the of“Purchaser Representative”), ~~certain~~and ~~factors~~(viii) ~~detailed~~Tomoki Nagano in ~~our~~ ~~filings with~~ the ~~SEC.~~capacity ~~All~~as ~~subsequent~~the ~~written~~representative orfor ~~oral~~the ~~forward-looking~~Seller ~~statements~~(the ~~attributable~~“Seller toRepresentative”). The ustransactions orcontemplated ~~persons~~by ~~acting~~the onBusiness ~~our~~Combination ~~behalf~~ Agreement are ~~qualified~~referred into ~~their~~herein ~~entirety~~as bythe ~~this paragraph~~“Transaction.”

~~The~~Pursuant to ~~following~~the ~~discussion~~ Business Combination Agreement, subject to the terms and ~~analysis~~conditions ofset ~~our~~forth ~~financial~~therein, ~~condition~~(a) the Merger Sub will merge with and into ~~results~~Relativity, with Relativity surviving the merger as a wholly-owned subsidiary of ~~operations~~Pubco, ~~should~~and be(b) ~~read~~each Seller shall contribute all of its ownership interests in ~~conjunction~~each ~~with~~Operating Company to Pubco in exchange for aggregate consideration in the ~~unaudited~~ ~~condensed financial statements~~amount ~~and~~of $200,000,000 (the “Contribution ~~notes~~Consideration”), ~~thereto~~to ~~contained~~be ~~elsewhere~~paid in ~~this~~the ~~Report~~common stock of Pubco valued at $10.00 ~~Certain~~per ~~information~~share ~~contained~~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 ~~discussion~~same terms and ~~analysis~~conditions as set forth ~~below~~in ~~includes~~the ~~forward-looking~~respective ~~statements~~Relativity warrants, except that ~~involve~~in ~~risks~~each ~~and~~case ~~uncertainties~~they shall represent the right to acquire shares of Pubco common stock in lieu of shares of Relativity Class A common stock.

~~Overview~~The obligations of the parties to complete the Closing are subject to various conditions. We are working toward completing the proposed business combination as soon as possible.

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.21

~~Recent~~Results of ~~Developments~~Operations

OnAs of ~~February~~March 1331, ~~2024~~2025, we ~~held~~ ~~the~~had ~~2024~~not ~~Special~~commenced ~~Meeting,~~any atoperations. ~~which~~All ~~our~~activity ~~stockholders~~for ~~approved~~ the ~~(i)~~period ~~Second~~from ~~Extension~~April ~~and~~13, 2021 (iiinception) ~~Trust~~through ~~Agreement~~March ~~Amendment. In connection~~31, ~~with~~2025, ~~the~~relates ~~vote~~ to ~~approve~~our ~~the~~formation ~~Second~~and ~~Extension,~~initial ~~Public~~public ~~Stockholders~~offering ~~holding~~and ~~90,054~~identifying ~~Public~~a ~~Shares~~target ~~exercised~~company ~~their~~for ~~right~~a tobusiness ~~redeem~~combination. ~~such shares~~We ~~for~~will anot ~~pro~~generate any ~~rata~~operating ~~portion~~revenues ofuntil ~~the~~after ~~funds in~~ the ~~Trust~~completion ~~Account.~~of As a ~~result~~business combination, ~~approximately~~at $1the earliest.02 ~~million~~We ~~(approximately~~generated ~~$11.32~~non-operating income in ~~per~~the ~~Public Share)~~form ~~was~~of ~~removed~~interest income from the ~~Trust~~proceeds ~~Account~~derived tofrom ~~pay~~the ~~such~~initial ~~holders,~~public ~~leaving~~offering ~~$715,760.63~~and placed in the ~~Trust~~trust ~~Account~~account.

~~In connection with the Second~~For ~~Extension, we issued~~ the ~~Second~~three ~~Extension~~months ~~Promissory~~ended ~~Note~~March in31, ~~the~~2025, ~~aggregate~~we ~~principal~~had ~~amount~~net loss of ~~up to~~ $42463,~~498 to SVES LLC~~778, ~~pursuant to~~ which ~~SVES~~consists ~~LLC~~of ~~agreed~~general toand ~~loan~~administrative uscosts upof to $42293,~~498. Under the terms of the Second Extension Promissory Note~~991, ~~SVES LLC (or its affiliates~~provision orfor ~~permitted~~income ~~designees)~~taxes ~~shall~~of ~~deposit~~ $~~3,541.50~~821 ~~per~~and ~~month~~a ~~(approximately~~change ~~$0.056 per Public Share that was not redeemed~~ in ~~connection with~~ the ~~vote~~fair tovalue ~~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~~warrant ~~subsequent~~liability ~~month) until February 15, 2025, or portion thereof, that is needed to complete a Business Combination, for up to an aggregate~~ of $42175,~~498.~~077 ~~The~~offset ~~Second~~by ~~Extension~~income ~~Promissory~~from ~~Note~~cash ~~bears~~held ~~no interest and is repayable~~ in ~~full upon~~ the ~~date of the~~trust ~~consummation~~account of ~~the SVES Business Combination. On May 15~~$6, ~~2024, the SVES Business Combination was mutually terminated and as part of that termination the Second Extension Promissory Note to SVES LLC was completely extinguished~~111.

~~Following the approval by~~For ~~our stockholders of~~ the ~~Trust~~three ~~Agreement~~months ~~Amendment~~ended atMarch ~~the 2024 Special Meeting~~31, ~~on February 13,~~ 2024, we ~~instructed~~had ~~Continental~~net toincome ~~liquidate the investments held~~of in$242,417, ~~the~~which ~~Trust~~consists ~~Account~~of ~~and~~gain ~~instead~~from toextinguishment ~~hold~~of ~~the~~promissory ~~funds~~note inof $249,985, ~~the~~income ~~Trust~~from ~~Account~~cash in antrust ~~interest-bearing demand deposit~~ account atof ~~Morgan Stanley~~$8,059 ~~with~~and ~~Continental~~a ~~continuing~~change toin ~~act~~the asfair ~~trustee,~~value ~~until~~of ~~the~~warrant ~~earlier~~liability of ~~the~~$86,041, ~~consummation~~offset ofby ~~our initial~~formation ~~Business~~and ~~Combination~~operating orcosts ~~our liquidation. As a result, following the liquidation~~ of ~~investments in~~ ~~the Trust Account~~$100,563 ~~the remaining proceeds from the Initial Public Offering~~ and ~~Private~~provision ~~Placement~~for ~~are~~income notaxes ~~longer~~of ~~invested in U~~$1,105.~~S. government securities or money market funds.~~

~~We confidentially submitted~~Factors aThat ~~draft~~May ofAdversely ~~the~~Affect ~~SVES~~Our ~~Registration~~Results ~~Statement~~of ~~to the SEC on February 14, 2024. As the SVES Business Combination was terminated the SVES Registration Statement will be withdrawn.~~Operations

22Our 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 financial markets, many of which are beyond our control. Our results of operations and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in 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 military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

~~Business~~Liquidity, Capital ~~Combinations~~Resources and Going Concern

~~On February 13, 2023, we~~As ~~entered~~of ~~into~~March ~~the SVES Business Combination Agreement by and among the SVES Business Combination Parties~~31, ~~which has been amended by the (i) SVES Business Combination Agreement Amendment~~2025, ~~(ii) SVES Business Combination Agreement Second Amendment, (iii) SVES Business Combination Agreement Third Amendment and (iv) SVES Business Combination Agreement Fourth Agreement. Pursuant to~~ the ~~SVES~~Company ~~Business~~had ~~Combination Agreement~~$45, ~~subject~~438 toin ~~the~~its ~~terms~~operating ~~and~~bank ~~conditions~~account ~~set forth therein, (a) the Merger Sub will merge with~~ and ~~into our Company, with our Company surviving such merger as~~ a ~~wholly-owned~~working ~~subsidiary~~capital ofdeficit ~~Pubco, and (b) each Seller will contribute all~~ of ~~its ownership interests in each SVES entity to Pubco in exchange for aggregate consideration in the amount of~~ $~~632~~2,~~000~~392,~~000 to be paid in the common stock of Pubco valued at $10~~803.00 per share of common stock. At the Closing, each of our Public Warrants shall be converted into one Pubco public warrant and each of our Private Placement Warrants 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 Warrants, except that in each case they shall represent the right to acquire shares of Pubco common stock in lieu of shares of our Class A Common Stock.

On February ~~March 20~~15, ~~2023~~2022, ~~the~~we ~~parties entered~~consummated ~~into~~ the ~~First~~Initial ~~Amendment~~Public toOffering ~~the~~of ~~Business~~14,375,000 ~~Combination~~Units, ~~Agreement~~including to1,875,000 ~~extend~~Units ~~the~~pursuant ~~date~~ to ~~conduct~~the ~~additional~~exercise of ~~due~~the ~~diligence~~underwriters’ onover-allotment ~~the Target~~option ~~Companies~~in ~~from~~full, ~~5:00~~at p$10.m.00 onper ~~March 15~~Unit, ~~2023~~generating togross ~~5:00~~proceeds ~~p.m.~~of ~~on April 7~~$143, ~~2023~~750,000.

~~On April 19, 2023,~~Simultaneously with the ~~parties~~closing ~~entered~~of ~~into~~ the ~~Second~~Initial ~~Amendment~~Public toOffering, we consummated the ~~Business~~sale ~~Combination~~of ~~Agreement~~653,750 toPrivate ~~extend~~Placement Units in the ~~date~~Private Placement to ~~conduct~~our ~~additional~~Sponsor ~~due~~at ~~diligence on~~a ~~the~~price ~~Target~~of ~~Companies~~$10.00 ~~from~~per ~~5:00 p.m.~~Private onPlacement ~~April 7~~Unit, ~~2023~~generating tototal ~~5:00 p.m.~~gross onproceeds ~~May 1,~~of ~~2023~~$6,537,500.

~~On August 11, 2023, the~~Transaction ~~parties~~costs ~~entered~~amounted ~~into the Third Amendment~~ to ~~the Business Combination Agreement~~$3, ~~pursuant to which the parties amended the Business Combination Agreement in order to~~890, ~~among other things~~326, ~~(i) extend~~consisting ~~the Due Diligence Period and the date~~ of ~~the~~$1,437,500 ~~required delivery~~ of ~~disclosure schedules~~underwriting ~~to August 31~~commissions, 2023, (ii) provide for the Redemption Limitation Amendment Proposal in this proxy statement/prospectus to approve an amendment to Relativity’s Current Charter to eliminate the requirement that Relativity retain at least $51,~~000~~972,~~001~~ 398 of ~~net tangible assets following~~ the ~~redemption~~excess of ~~Public Shares in connection with~~ the ~~Business~~fair ~~Combination,~~value ~~and~~of ~~to further amend the~~Class ~~closing~~B ~~condition~~Common inStock ~~the~~issued ~~Business Combination such that Relativity would not be required~~ to ~~retain at least $5,000,001 of net tangible assets following~~ the ~~redemption~~Initial of Public ~~Shares~~Offering inunderwriter ~~the~~over ~~event~~ the ~~Redemption~~share ~~Limitation~~subscription ~~Amendment~~receivable ~~Proposal~~and ~~is approved~~$480,428 ~~and~~of ~~(iii) extend the~~other ~~Outside Date to February 15, 2024~~offering costs.

~~On February 14, 2024, the~~Following ~~parties entered into~~ the ~~Fourth~~closing ~~Amendment~~of toour ~~the~~Initial ~~Business~~Public ~~Combination~~Offering, ~~Agreement~~$146,625,000.00 (from the ~~“Fourth~~net ~~BCA~~proceeds ~~Amendment”)~~of ~~pursuant to which~~ the ~~parties~~sale ~~amended~~of the ~~Business~~Units ~~Combination Agreement~~ in ~~order~~our toInitial ~~extend~~Public Offering and the ~~date~~sale ~~by which any~~ of the ~~conditions~~Private toPlacement ~~the~~Units ~~Closing set forth~~ in the ~~Business~~Private ~~Combination~~Placement ~~Agreement~~was ~~must~~placed bein ~~satisfactorily~~the ~~performed~~Trust orAccount ~~waived~~maintained toby ~~November 14~~Continental, ~~2024~~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. On ~~May~~February 1513, 2024, the ~~SVES~~Company 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 Company’s Trust Account. As a result, approximately $1.02 million (approximately $11.32 per Public Share) was ~~mutually~~removed ~~terminated~~from the Trust Account to pay such holders. Following the redemptions, the Company had 63,241 Public Shares outstanding. On February 13, 2025, the Company held 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 “Charter Amendment”) to extend the date by which the ~~Parties~~Company must consummate its initial business combination from February 15, 2025 to February 15, 2026 or such earlier date as ~~per~~determined by the ~~termination~~Company’s ~~clause~~board of directors. In connection with the extension on February 13, 2025, stockholders holding 753 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s ~~SVES~~Trust ~~Business~~Account. ~~Combination~~As ~~Agreement~~a result, approximately $9,266 (approximately $12.31 per Public Share) was removed from the Trust Account to pay such holders.

~~Founder~~Following redemptions, ~~Share~~the ~~Conversion~~Company has 62,488 and 63,241 Public Shares outstanding as of March 31, 2025 and December 31, 2024, respectively.

~~On February 27, 2023,~~As ~~we issued an aggregate~~ of ~~3,593,749 shares~~March ~~of Class A Common Stock to our Sponsor~~31, ~~A.G.P.,~~2025 ~~George Syllantavos~~ and ~~Anastasios Chrysostomidis,~~December ~~the holders of the Founder Shares~~31, 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 Conversion2024, ~~including,~~approximately ~~among other things~~$773,667 ~~certain~~and ~~transfer restrictions~~$769,267 ~~waiver~~remained ~~of redemption rights and the obligation to vote~~ in ~~favor of an initial Business Combination as described in~~ the ~~IPO~~Trust ~~Registration Statement~~Account. 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~~We intend to ~~those~~use ~~transfers and~~substantially all of the ~~Founder~~funds ~~Sharer~~held ~~Conversion,~~in the ~~Sponsor~~Trust ~~currently~~Account, ~~holds~~including 2any amounts representing interest earned on the Trust Account,~~500,380~~ ~~shares~~to ofcomplete ~~Class A~~our ~~Common~~initial ~~Stock~~Business Combination. We may withdraw interest to pay our taxes and ~~one~~liquidation ~~share~~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 ~~Class B~~the ~~Common~~Trust ~~Stock,~~Account asor ~~well~~from asinterest ~~653,750 shares~~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 ~~Class A~~interest ~~Common~~and ~~Stock~~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 ~~are~~our equity or debt is used, in whole or in part, ofas ~~Private~~consideration ~~Placement~~to ~~Units~~complete ~~that~~our ~~were~~initial ~~acquired by~~Business Combination, the remaining ~~Sponsor~~proceeds held in the ~~Private~~Trust ~~Placement~~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.

~~Results~~Further, our Sponsor or an affiliate of ~~Operations~~the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required for Working Capital Loans. If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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 Working 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 March 31, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

~~As of September 30~~On August 10, ~~2024~~2023, we ~~had~~issued ~~not~~the ~~commenced~~SVES ~~any~~Promissory ~~operations.~~Note ~~All~~to ~~activity~~SVES ~~for~~LLC ~~the~~under ~~period~~which ~~from~~SVES ~~April~~LLC ~~13,~~agreed ~~2021~~to ~~(inception)~~extend ~~through~~us ~~September 30~~$300,000 for ~~2024, relates~~working tocapital ~~our~~purposes. ~~formation~~The ~~and~~SVES ~~initial~~Promissory ~~public~~Note ~~offering~~is non-interest bearing and ~~identifying~~payable aon ~~target~~the ~~company~~closing ~~for~~of athe ~~business~~SVES ~~combination~~Business Combination. In the Weevent ~~will~~the SVES Business Combination is not ~~generate~~consummated, ~~any~~the ~~operating revenues~~SVES ~~until~~Promissory ~~after~~Note shall be null and void and we shall not have any obligation to the ~~completion~~payee. As of aDecember ~~business~~31, ~~combination~~2023, atSVES LLC had funded $15,600 on the ~~earliest.~~promissory Wenote ~~generated~~and ~~non-operating income~~had in$284,400 ~~the~~available ~~form~~for ofwithdrawal. ~~interest~~Due ~~income~~to ~~from~~ the ~~proceeds~~termination ~~derived~~of ~~from~~ the ~~initial~~SVES ~~public~~Business ~~offering~~Combination, ~~and~~on ~~placed~~May in15, 2024, the ~~trust~~SVES ~~account~~Promissory Note is null and void.

23On July 15, 2024, the Company entered into a promissory note (“Mazaii Note”) with Mazaii Corp Ltd. pursuant to which Mazaii agreed to loan the Company an aggregate principal amount of up to $250,000. The Mazaii 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 Mazaii note shall be null and void and the Company shall not have any obligation to the Payee hereunder. The exclusivity period of the LOI expired on September 12, 2024 by which time both parties had chosen to not proceed. As a result, the Mazaii Note became null and void.

~~For~~On January 24, 2025, the ~~three~~Company ~~months~~entered ~~ended September~~into ~~30,~~a ~~2024,~~promissory wenote ~~had~~(“Instinct ~~net~~Note”) ~~income~~with ofInstinct ~~$242,417,~~Bio Technical Company Pte Ltd. (“Instinct”) pursuant to which ~~consists~~Instinct ofagreed ~~gain~~to ~~from~~loan ~~extinguishment~~the ofCompany ~~promissory~~an ~~note~~aggregate principal amount of up to $~~249~~400,~~985,~~000. ~~income~~The Instinct ~~from~~Note ~~investment~~is innon-interest ~~trust~~bearing ~~account~~and ofpayable ~~$8,059~~on ~~and~~the date on which the Company consummates a ~~change~~Business inCombination. In the ~~fair~~event ~~value~~a ofBusiness Combination ~~warrant~~Agreement ~~liability~~is ofnot ~~$86~~consummated,~~041,~~ ~~offset~~the byInstinct ~~formation~~Note shall be null and ~~operating~~void and the Company shall not have any obligation to the ~~costs~~Payee hereunder. As of ~~$100~~March 31,~~563~~ ~~and~~2025, ~~provision~~the ~~for~~Company ~~income~~had ~~taxes~~an outstanding balance of $1225,~~105~~000 under the Instinct Note.

For the nine months ended September 30, 2024, we had net loss of $196,776, which consists of formation and operating costs of $627,354 and provision for income taxes of $28,474, offset by and gain from extinguishment of promissory note of $360,114, a change in the fair value of warrant liability of $66,879 and income from investment in trust account of $32,059.23

~~For~~The Company will need to raise additional funds in order to meet the ~~three~~expenditures ~~months~~required ~~ended~~for operating our business. However, if our estimate ~~September~~of 30the costs of identifying a target business, ~~2023~~undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we ~~had~~may ~~net~~have ~~loss~~insufficient offunds ~~$648~~available to operate our business prior to our Business Combination. Moreover,~~782,~~ ~~which~~we ~~consists~~may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of ~~formation~~our ~~and~~Public ~~operating~~Shares ~~costs~~upon consummation of ~~$667~~our Business Combination,~~382~~ in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, ~~provision~~we ~~for~~would ~~income~~only ~~taxes~~complete such financing simultaneously with the completion of $3our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us,~~754~~ we will be forced to cease operations and liquidate the Trust Account. In addition, following ~~offset~~our byBusiness ~~income~~Combination, ~~from~~if ~~investment~~cash on hand is insufficient, we may need to obtain additional financing in ~~trust~~order ~~account~~to ofmeet ~~$22,354~~our obligations.

~~For~~Further, we ~~the~~have ~~nine~~determined ~~months~~that ~~ended September~~if ~~30,~~we ~~2023~~are unable to complete a Business Combination within the Combination Period, then we ~~had~~will ~~net~~(i) ~~loss~~cease all operations except for the purpose of $2winding up,~~314~~ (ii) as promptly as reasonably possible but not more than ten business days thereafter,~~982,~~ redeem ~~which~~the ~~consists~~Public ofShares, at a ~~decrease~~per-share price, payable in ~~the~~cash ~~fair~~and ~~value~~(iii) ofas ~~warrant~~promptly ~~liability~~as ofreasonably ~~$254,731,~~possible ~~provision~~following such redemption, ~~for~~subject ~~income~~to ~~taxes~~the approval of ~~$9,299~~our ~~and~~remaining ~~formation~~stockholders and ~~operating~~our ~~costs~~Board of $2Directors,~~109,560,~~ ~~offset~~dissolve byand ~~income~~liquidate. ~~from~~The ~~investment~~date infor ~~trust~~mandatory ~~account~~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 ~~$58,608~~assets or liabilities should we be required to liquidate after the applicable extension date.

~~Factors~~We pay ~~That~~an ~~May~~affiliate ~~Adversely~~of ~~Affect~~the ~~Our~~Sponsor ~~Results~~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 ~~Operations~~our initial Business Combination or our liquidation, we will cease paying these monthly fees. For the three months ended March 31, 2025 and 2024, we incurred $30,000 of administrative service fees.

~~Our results of operations~~Pursuant ~~and our ability~~ to ~~complete~~the ~~an initial~~ Business Combination ~~may~~Marketing beAgreement, ~~adversely~~we ~~affected~~engaged byA.G.P. ~~various~~as ~~factors~~an ~~that~~advisor ~~could~~in ~~cause~~connection ~~economic~~with ~~uncertainty and~~the ~~volatility~~Business inCombination ~~the~~to ~~financial~~assist us ~~markets,~~in ~~many~~holding ofmeetings ~~which~~with ~~are~~our ~~beyond~~stockholders ~~our~~to ~~control.~~discuss ~~Our~~the ~~business~~potential ~~could~~Business beCombination ~~impacted~~and ~~by,~~the ~~among~~target ~~other~~business’ ~~things~~attributes, ~~downturns~~introduce inus ~~the~~to ~~financial~~potential ~~markets~~investors orthat are interested in ~~economic~~purchasing ~~conditions,~~our ~~increases~~securities in ~~oil~~connection ~~prices,~~with ~~inflation,~~the ~~increases~~initial inBusiness ~~interest rates~~Combination, ~~supply~~ ~~chain~~and ~~disruptions,~~assist ~~declines~~us inwith ~~consumer~~our ~~confidence~~press releases and ~~spending,~~public ~~including~~filings ~~resurgences~~in ~~and~~connection with the ~~emergence~~Business ofCombination. ~~new~~We ~~virus~~will ~~variants,~~pay ~~and~~A.G.P. ~~geopolitical instability,~~a ~~such~~fee asin ~~the~~cash for ~~military~~such ~~conflict~~services inupon ~~Ukraine and~~ the ~~Middle~~consummation ~~East.~~of Wethe ~~cannot~~initial atBusiness ~~this~~Combination ~~time~~in ~~fully~~an ~~predict~~amount ~~the~~equal ~~likelihood~~to 3.5% of ~~one or~~the ~~more~~gross ofproceeds of the ~~above~~Initial ~~events~~Public Offering, ~~their duration~~ or ~~magnitude~~$5,031,250 in or the ~~extent~~aggregate; tohowever, ~~which~~no ~~they~~fee ~~may~~will ~~negatively~~be ~~impact~~due ~~our~~if ~~business~~we ~~and~~do ~~our~~not ~~ability to~~ complete an initial Business Combination.

~~Liquidity,~~In connection ~~Capital~~with ~~Resources~~the ~~and~~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, 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, 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, 2026. 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.

~~As of September 30, 2024,~~Emerging ~~the~~Growth Company ~~had $41,946 in its operating bank account and a working capital deficit of $1,918,849.~~Status

OnWe are ~~February~~an ~~15,~~“emerging ~~2022~~growth company,” ~~we consummated~~as ~~the~~defined ~~Initial~~in ~~Public~~Section ~~Offering~~2(a) of 14the Securities Act,~~375,000~~ ~~Units~~as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, 1but not limited to,~~875,000~~ ~~Units~~not ~~pursuant~~being required to comply with the ~~exercise~~auditor attestation requirements of ~~the~~Section ~~underwriters’~~404 ~~over~~of the Sarbanes-~~allotment~~Oxley ~~option~~Act, reduced disclosure obligations regarding executive compensation in ~~full,~~our atperiodic ~~$10.00~~reports ~~per~~and ~~Unit~~proxy statements, and ~~generating~~exemptions ~~gross~~from ~~proceeds~~the requirements of ~~$143,750,000~~holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 653,750 Private Placement Units in the Private Placement to our Sponsor at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $6,537,500.24

~~Transaction~~Further, Section ~~costs~~102(b)(1) ~~amounted~~ of the JOBS Act exempts emerging growth companies from being required to ~~$3,890,326,~~comply ~~consisting~~with ofnew ~~$1,437,500~~or ofrevised ~~underwriting~~financial ~~commissions,~~accounting standards $1until private companies (that is,~~972,398~~ ofthose ~~the~~that ~~excess~~have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ~~fair~~Exchange ~~value~~Act) ofare ~~Class~~required Bto ~~Common~~comply ~~Stock~~with the new or revised financial accounting ~~issued~~standards. The JOBS Act provides that a company can elect to opt out of the ~~Initial~~extended ~~Public~~transition ~~Offering~~period ~~underwriter~~and ~~over~~comply with the ~~share~~requirements that ~~subscription~~apply ~~receivable~~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 ~~$480~~it has different application dates for public or private companies,~~428~~ 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 ~~other~~our ~~offering~~financial ~~costs~~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.

~~Following the closing of~~Critical ~~our~~Accounting 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. 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, 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 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. As of September 30, 2024 and December 31, 2023, approximately $758,902 and $1,746,543 remained in the trust account.Estimates

InThis Management’s ~~connection~~Discussion ~~with~~and ~~the~~Analysis ~~redemptions~~ of ~~Public~~our ~~Shares,~~Financial aCondition ~~total~~and Results of ~~approximately~~Operations ~~$25~~is based on our financial statements and the notes thereto contained elsewhere in this Report,~~000~~ ~~was~~which ~~deducted~~have ~~from~~been prepared in accordance with U.S. GAAP. The preparation of our unaudited ~~Trust~~condensed ~~Account~~consolidated financial statements in ~~order~~conformity towith ~~pay~~U.S. ~~taxes~~GAAP ~~prior~~requires Management to make estimates and assumptions that affect the ~~2024~~reported ~~Special~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited ~~Meeting~~condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

~~We intend to use substantially~~Making ~~all~~estimates ofrequires ~~the~~Management ~~funds held in the Trust Account, including any amounts representing interest earned on the Trust Account,~~ to ~~complete~~exercise ~~our initial~~significant ~~Business Combination~~judgment. WeIt ~~may~~is ~~withdraw~~at ~~interest~~least toreasonably ~~pay~~possible ~~our~~that ~~taxes~~the ~~and~~estimate ~~liquidation~~of ~~expenses~~the ifeffect ~~we are unsuccessful in completing~~of a ~~Business~~condition, ~~Combination.~~situation Weor ~~may~~set ~~pay~~of ~~our~~circumstances ~~franchise~~that ~~taxes~~existed ~~from~~at ~~funds from~~ the ~~Initial~~date ~~Public Offering held outside~~ of the ~~Trust~~financial ~~Account or~~statements, ~~from~~which ~~interest~~Management ~~earned~~considered onin ~~the~~formulating its ~~funds~~estimate, ~~held~~could change in the ~~Trust~~near ~~Account~~term ~~and~~due ~~released~~ to usone ~~for~~or ~~this~~more ~~purpose.~~future ~~Our~~confirming ~~annual~~events. ~~income~~Accordingly, ~~tax obligations will depend on~~ the ~~amount~~actual ofresults ~~interest~~could ~~and other income earned on the amounts held in the Trust Account reduced by our operating expense~~differ ~~and~~significantly ~~franchise~~from ~~taxes~~those estimates. We ~~expect~~determined the ~~interest~~more ~~earned~~significant onaccounting ~~the~~estimates ~~amount~~included in ~~the Trust Account will be sufficient to pay~~ our ~~income~~financial ~~taxes.~~statements ~~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~~determination ~~held~~of in the ~~Trust~~fair ~~Account~~value ~~will be used as working capital to finance the operations~~ of ~~the~~derivative ~~target~~financial ~~business or businesses, make other acquisitions and pursue our growth strategies~~instruments.

24Derivative Financial Instruments

~~Further,~~We evaluate our ~~Sponsor~~financial ~~or an~~instruments ~~affiliate~~to ofdetermine ~~the~~if ~~Sponsor~~such orinstruments ~~certain of our officers and directors may, but~~ are ~~not~~derivatives ~~obligated~~or ~~to,~~contain ~~loan~~features usthat ~~funds~~qualify as ~~may~~embedded ~~be required~~derivatives ~~for~~in ~~Working~~accordance ~~Capital~~with ~~Loans.~~FASB IfASC weTopic ~~complete a Business Combination~~815, we“Derivatives ~~would~~and ~~repay~~Hedging”. ~~the~~For ~~Working~~derivative ~~Capital~~financial ~~Loans~~instruments ~~out~~that ofare ~~the proceeds of the~~accounted ~~Trust~~for ~~Account~~as ~~released~~liabilities, tosuch ~~us.~~as ~~Otherwise~~our Warrants, the ~~Working~~derivative ~~Capital~~instrument ~~Loans~~is ~~would~~initially berecorded ~~repaid~~at ~~only~~its ~~out~~fair ofvalue ~~funds~~on ~~held~~the ~~outside~~grant ~~the~~date ~~Trust~~and ~~Account.~~is Inthen ~~the~~re-valued ~~event~~at ~~that~~each areporting ~~Business~~date, ~~Combination~~with ~~does~~changes ~~not~~in ~~close,~~the wefair ~~may~~value ~~use~~reported ain ~~portion of~~ the ~~working~~statements ~~capital~~of ~~held~~operations ~~outside~~contained ~~the~~elsewhere ~~Trust~~in this ~~Account~~Report. ~~to repay~~The ~~the~~classification ~~Working~~of ~~Capital~~derivative ~~Loans~~instruments, ~~but~~including nowhether ~~proceeds~~such ~~from~~instruments ~~the~~should ~~Trust Account would~~ be ~~used~~recorded toas ~~repay~~liabilities ~~the~~or ~~Working~~as equity, ~~Capital~~is ~~Loans.~~evaluated Upat tothe ~~$1,500,000~~ end of ~~such~~each ~~Working~~reporting ~~Capital~~period. ~~Loans~~Derivative ~~may~~liabilities beare ~~convertible~~classified ~~into~~in ~~Units~~the atunaudited acondensed ~~price~~consolidated balance ofsheets ~~$10.00~~as ~~per~~current ~~unit~~or atnon-current ~~the~~based ~~option~~on ofwhether ~~the~~or ~~lender.~~not ~~The~~net-cash ~~units~~settlement ~~would be~~or ~~identical~~conversion toof the ~~Private~~instrument ~~Placement~~could ~~Units.~~be Atrequired within ~~September~~12 ~~30,~~months ~~2024~~of ~~and~~the ~~December~~balance ~~31,~~sheet ~~2023, no such Working Capital Loans were outstanding~~date.

~~On August 10, 2023,~~The wevaluation ~~issued~~of ~~the~~our ~~SVES~~Public ~~Promissory~~Warrants ~~Note~~is tobased ~~SVES~~on ~~LLC~~a ~~under~~traded ~~which~~market. ~~SVES~~Our ~~LLC~~Private ~~agreed~~Placement toWarrants ~~extend~~are usvalued ~~$300,000 for~~using ~~working~~a ~~capital~~Monte ~~purposes.~~Carlo ~~The~~options pricing ~~SVES~~model ~~Promissory~~which ~~Note~~utilizes isassumptions ~~non~~related to expected stock-price volatility, expected life, risk-free interest ~~bearing~~ rate and ~~payable~~dividend onyield. We estimate the ~~closing~~volatility of ~~the~~our ~~SVES~~Common ~~Business~~Stock ~~Combination. In~~based ~~the~~on ~~event~~projected ~~the SVES~~volatility ~~Business~~of ~~Combination~~comparable ispublic ~~not~~companies ~~consummated,~~that matches the ~~SVES~~expected remaining ~~Promissory~~life ~~Note~~of ~~shall~~the bewarrants. ~~null~~The ~~and~~risk-free ~~void~~interest ~~and~~rate weis ~~shall~~based ~~not~~on ~~have~~the ~~any~~U.S. ~~obligation~~treasury ~~to the~~zero-coupon ~~payee.~~yield Ascurve ofon ~~September~~the ~~30,~~grant ~~2024~~date ~~and,~~for a ~~SVES~~maturity ~~LLC~~similar ~~had~~to ~~funded~~the ~~$98,588~~expected onremaining life of the ~~promissory~~warrants. ~~note~~The ~~and~~expected ~~had~~life ~~$201,412~~of ~~available~~the ~~for~~Warrants ~~withdrawal. Due~~is tobased on Management assumptions regarding the ~~termination~~timing and likelihood of ~~the~~completing ~~SVES~~a Business Combination,. onThe ~~May~~dividend ~~15,~~rate ~~2024,~~is based on the ~~SVES~~historical ~~Promissory~~rate, ~~Note~~which iswe anticipate ~~null~~to ~~and~~remain ~~void~~at zero.

On July 15, 2024, the Company entered into a promissory note (“Mazaii Note”) with Mazaii Corp Ltd. pursuant to which Mazaii agreed to loan the Company an aggregate principal amount of up to $250,000. The Mazaii 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 Mazaii note shall be null and void and the Company shall not have any obligation to the Payee hereunder. The exclusivity period of the LOI expired on September 12, 2024 by which time both parties had chosen to not proceed. As a result, the Mazaii Note became null and void.25

The ~~Company will need to~~ ~~raise~~estimates ~~additional~~used ~~funds in order~~ to ~~meet~~calculate the ~~expenditures~~fair ~~required~~value ~~for~~of ~~operating~~ our ~~business.~~derivative ~~However,~~assets ~~if our estimate of the costs of identifying a target business, undertaking in-depth due diligence~~ and ~~negotiating~~liabilities achange ~~Business~~at ~~Combination~~each ~~are~~balance ~~less~~sheet ~~than~~date ~~the~~based ~~actual~~on ~~amount necessary to do so, we may have insufficient funds available to operate~~ our ~~business~~stock price ~~prior~~and toother ~~our~~assumptions ~~Business~~described ~~Combination~~above. ~~Moreover,~~If ~~we may need to obtain additional financing either to complete~~ our ~~Business~~assumptions ~~Combination~~change or ~~because~~ we ~~become~~experience ~~obligated to redeem a~~ significant ~~number~~ ofvolatility ~~our~~in ~~Public Shares upon consummation of~~ our ~~Business~~stock ~~Combination,~~price ~~in which case we may issue additional securities~~ or ~~incur~~ ~~debt~~interest ~~in connection with such Business Combination. Subject to compliance with applicable securities laws~~rates, ~~we would only complete such financing simultaneously with~~ the ~~completion~~fair ofvalue ~~our~~calculated ~~Business~~from ~~Combination.~~one Ifbalance wesheet ~~are~~period ~~unable~~ to ~~complete~~the ~~our~~next ~~Business~~could ~~Combination because we do not have sufficient funds available to us, we will~~ be ~~forced~~materially ~~to cease operations and liquidate the Trust Account~~different. ~~In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.~~

~~Further, we have determined~~Recent ~~that~~Accounting 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.Standards

WeIn December ~~pay~~2023, ~~an affiliate of~~ the ~~Sponsor~~ aFASB ~~total~~issued ofASU ~~$10~~No. 2023-09,~~000~~ ~~per~~Income ~~month~~Taxes ~~for~~(Topic ~~office~~740): ~~space,~~Improvements ~~utilities~~to ~~and~~Income ~~secretarial~~Tax ~~and~~Disclosures ~~administrative~~(“ASU ~~support~~2023-09”), which ~~pursuant~~will torequire the ~~Administrative Support~~Company ~~Agreement.~~to ~~Upon~~disclose ~~completion~~specified ofadditional ~~our~~information ~~initial~~in ~~Business~~its ~~Combination~~income ortax ~~our~~rate ~~liquidation,~~reconciliation weand ~~will~~provide ~~cease~~additional information ~~paying~~for ~~these~~reconciling ~~monthly~~items ~~fees~~that meet a quantitative threshold. ~~For~~ ASU 2023-09 will also require the ~~three~~Company ~~and~~to ~~nine~~disaggregate ~~months~~its ~~ended~~income taxes ~~September~~paid 30disclosure by federal, ~~2024~~state and ~~2023~~foreign taxes, wewith ~~incurred~~further ~~$30,000~~disaggregation ~~and~~required ~~$90~~for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15,~~000~~ of2024. ~~administrative~~The ~~service~~Company ~~fees~~is still reviewing the impact of ASU 2023-09.

~~Pursuant to the Business~~In ~~Combination~~November ~~Marketing Agreement~~2023, wethe ~~engaged~~FASB ~~A.G.P.~~issued asASU an2023-07 ~~advisor~~“Segment inReporting (Topic ~~connection~~280): ~~with~~Improvements ~~the Business Combination~~ to ~~assist~~Reportable usSegment ~~in holding~~Disclosures” ~~meetings~~which ~~with~~expands ~~our~~annual ~~stockholders~~and tointerim ~~discuss~~disclosure ~~the~~requirements ~~potential~~for ~~Business~~reportable ~~Combination~~segments, ~~and~~primarily ~~the~~through ~~target~~enhanced ~~business’~~disclosures ~~attributes,~~about ~~introduce us~~significant tosegment ~~potential~~expenses. ~~investors~~The ~~that~~ASU ~~are~~2023-07 ~~interested~~is ineffective ~~purchasing~~for ~~our~~annual ~~securities~~reporting inperiods ~~connection~~beginning ~~with~~after ~~the~~December ~~initial Business Combination~~15, ~~and~~2023 ~~assist us with our press releases~~ and ~~public~~interim ~~filings~~periods in fiscal ~~connection~~years ~~with~~beginning ~~the~~after ~~Business~~December ~~Combination~~15, 2024. WeEarly ~~will~~adoption ~~pay~~is Apermitted.~~G.P.~~ aThe ~~fee~~amendments inwill ~~cash~~be ~~for~~applied ~~such services~~retrospectively ~~upon~~to ~~the~~all ~~consummation~~prior periods ofpresented ~~the initial Business Combination~~ in anthe ~~amount~~accompanying ~~equal~~financial ~~to 3~~statements.5% ofThe ~~the~~adoption ~~gross proceeds~~ of ~~the~~ASU ~~Initial Public~~2023-07 ~~Offering,~~has ornot ~~$5,031,250 in~~had ~~the~~a ~~aggregate;~~material ~~however,~~impact noon ~~fee~~the ~~will~~Company’s financial bestatements ~~due~~and ~~if we do not complete an initial Business Combination~~disclosures.

~~In connection with the Company’s~~Management ~~assessment~~does ofnot ~~going~~believe ~~concern~~that ~~considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” the Company has until February 15, 2026 (absent~~ any ~~extensions~~other ofrecently ~~such period~~issued, ~~pursuant~~but 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~~yet ~~by this date~~effective, ~~unless~~accounting ~~that time is extended (as provided above~~pronouncements, or ~~pursuant~~if tocurrently ~~a stockholder vote)~~adopted, ~~there~~would ~~will~~have be a ~~mandatory liquidation and subsequent dissolution of the Company. Management has determined~~ ~~that~~material ~~the~~effect ~~liquidity~~on ~~condition~~our ~~and~~unaudited ~~mandatory~~condensed ~~liquidation,~~consolidated ~~should~~financial ~~a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern~~statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate by February 15, 2026. 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.

25Off-Balance Sheet Arrangements

~~Subsequent~~As of ~~Events~~March 31, 2025, we did not have any off-balance sheet arrangements.

~~Resignation of a Director~~26

~~On January 31, 2025, Mr.~~Item ~~Francis~~3. ~~Knuettel~~Quantitative ~~II, resigned as a Board member~~ and asQualitative aDisclosures ~~member~~About ofMarket ~~our Audit Committee~~Risk. ~~Mr. Knuettel II had no disagreements with the Company on any matter related to the Company’s operations, policies or practices.~~

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

~~On February 1, 2025 the~~Item ~~Company~~4. ~~appointed~~Controls ~~David Kane as a Director~~ and ~~Chair of the Audit Committee, and Jessica Assaf as a Director and Chair of the Compensation Committee~~Procedures.

~~On February 13, 2025, the~~Evaluation ~~Company held a special meeting~~ of ~~stockholders~~Disclosure ~~(the~~Controls ~~“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 “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 board of directors. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on February 17, 2025.Procedures

InDisclosure controls ~~connection~~and ~~with~~procedures ~~the~~are ~~extension on~~controls ~~February~~and ~~13,~~other ~~2025,~~procedures ~~stockholders~~designed ~~holding~~to ~~753~~ensure ~~Public~~that ~~Shares~~information ~~exercised~~required ~~their~~to ~~right~~be todisclosed ~~redeem~~in ~~such~~our ~~shares~~reports filed ~~for~~or asubmitted ~~pro~~under ~~rata~~the ~~portion~~Exchange ofAct is recorded, processed, summarized and reported within the ~~funds~~ time periods specified in the ~~Company~~SEC’s rules ~~Trust~~and ~~Account~~forms. AsDisclosure acontrols ~~result~~and procedures include, ~~approximately~~without $7limitation,~~530~~ ~~(approximately~~controls ~~$11.96~~and ~~per~~procedures ~~Public~~designed ~~Share)~~to ~~was~~ensure ~~removed~~that ~~from~~information required to be disclosed in our reports filed or submitted under the ~~Trust~~Exchange ~~Account~~Act is accumulated and communicated to ~~pay~~Management, ~~such~~including our ~~holders~~Certifying ~~and~~Officers”), ~~approximately~~or ~~$760~~persons performing similar functions,~~000~~ ~~remained~~as inappropriate, ~~the~~to ~~Trust~~allow ~~Account~~timely decisions regarding required disclosure.

~~On February 28, 2025, the~~Under ~~Company entered into a Business Combination Agreement (~~the ~~“Business~~supervision ~~Combination Agreement”) by~~ and ~~among (i) the Company (together~~ with ~~its successors,~~ the ~~“Purchaser”),~~participation ~~(ii) Relativity Holdings Inc., a Delaware corporation and a wholly owned subsidiary~~ of ~~the~~our ~~Purchaser (“Pubco”)~~Management, ~~(iii)~~including ~~Relativity~~our ~~Purchaser~~Certifying ~~Merger Sub II Inc.~~Officers, awe ~~company~~carried toout bean ~~formed~~evaluation inof the ~~Cayman~~ ~~Islands~~effectiveness ~~and a wholly owned subsidiary~~ of ~~Pubco (~~the ~~“Merger~~design ~~Sub”~~ and ~~the~~operation ~~Merger~~of ~~Sub,~~our ~~collectively~~disclosure ~~with~~controls ~~the Purchaser~~ and ~~Pubco,~~ ~~the~~procedures ~~“Purchaser~~as ~~Parties”),~~defined ~~(iv)~~in ~~Instinct~~Rules ~~Brothers Co., Ltd, a corporation organized under the laws of Japan~~ 13a-15(~~an “Operating Company” and “Target Company”~~e) and ~~its shareholder~~ 15d-15( ~~“Seller”~~e), ~~(vi) Tomoki Nagano (“Founder”),~~under ~~(vii)~~the ~~Relativity~~Exchange ~~Acquisition~~Act. ~~Sponsor,~~Based ~~LLC,~~on athe ~~Delaware limited liability company~~foregoing, inour ~~the~~Certifying ~~capacity~~Officers asconcluded ~~the~~that ~~representative~~our ~~from~~disclosure controls and ~~after the~~procedures ~~Effective~~were ~~Time~~not (effective as ~~defined~~of ~~below) for~~ the ~~stockholders~~end of ~~Pubco (other than~~ the ~~Seller)~~quarterly inperiod ~~accordance~~ended ~~with~~March ~~the terms and conditions of this Agreement (the “Purchaser Representative”)~~31, ~~and~~2025 ~~(viii)~~due ~~Tomoki~~to ~~Nagano~~a inmaterial ~~the~~weakness ~~capacity~~for as the ~~representative~~failure ~~from~~to ~~and after~~timely ~~the~~close ~~date~~our ~~hereof~~books and records for ~~the~~each ~~Seller~~fiscal inperiod ~~accordance~~and ~~with~~our ~~the~~failure ~~terms~~to ~~and~~timely ~~conditions~~file of ~~this~~regulatory ~~Agreement (the “Seller Representative”)~~filings.

~~Promissory~~We do ~~Note~~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.

~~On January 24, 2025, the Company entered into a promissory note (“Instinct Note”) with Instinct Bio Technical~~Changes ~~Company~~in ~~Pte~~Internal ~~Ltd.~~Control ~~(“Instinct”)~~over ~~pursuant~~Financial 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 Instinct hereunder. As of the date of the issuance of this Quarterly Report, $175,000 has been funded to the Company.Reporting

~~Emerging Growth Company Status~~Not applicable.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.27

~~Further, Section 102(b)(1)~~PART ofII ~~the~~– ~~JOBS~~OTHER 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.INFORMATION

26Item 1. Legal Proceedings.

~~Critical~~To the ~~Accounting~~knowledge ~~Estimates~~of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

~~This Management’s~~Item Discussion and 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 U1A.S. ~~GAAP.~~Risk ~~The preparation of our condensed consolidated financial statements in conformity with U~~Factors.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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

~~Making~~As a ~~estimates~~smaller ~~requires Management~~reporting tocompany ~~exercise~~under ~~significant~~Rule ~~judgment.~~12b-2 Itof isthe atExchange ~~least~~Act, ~~reasonably~~we ~~possible~~are ~~that~~not ~~the~~required ~~estimate~~to include risk factors in this Report. However, as of the ~~effect~~date of athis ~~condition~~Report, ~~situation or~~except as set offorth ~~circumstances~~below, ~~that~~there ~~existed~~have atbeen no material changes to the ~~date~~risk offactors previously disclosed in the ~~financial~~Company’s ~~statements,~~(i) ~~which~~most ~~Management~~recent ~~considered~~prospectus infor ~~formulating~~the ~~its~~initial ~~estimate~~public offering as filed with the February 14, 2022, (ii) its Annual ~~could~~Report ~~change~~on inForm ~~the~~10-K ~~near~~filed ~~term~~with ~~due~~the toSEC ~~one~~on orMarch ~~more~~31, ~~future~~2023 ~~confirming~~and ~~events.~~September ~~Accordingly~~16, ~~the~~2024, ~~actual~~and ~~results~~(iii) ~~could~~its ~~differ~~Quarterly ~~significantly~~Reports on Form 10-Q filed with ~~from~~the ~~those~~SEC ~~estimates~~on May 16, 2022, August 15, 2022, November 14, 2022, May 15, 2023 and August 14, 2023, respectively. Any Weof ~~determined~~these ~~the~~factors could ~~more~~result in a significant ~~accounting~~or ~~estimates~~material ~~included~~adverse ineffect on our results of operations or financial ~~statements~~condition. isAdditional ~~the~~risks ~~determination~~could ofarise ~~the~~that ~~fair~~may ~~value~~also ofaffect ~~derivative~~our ~~financial~~business ~~instruments~~or ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

~~Derivative~~Military or ~~Financial~~other ~~Instruments~~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 the Business Combination.

~~We evaluate our financial~~Military ~~instruments to determine if such instruments are derivatives~~ or ~~contain~~other ~~features~~conflicts ~~that qualify as embedded derivatives~~ in ~~accordance with FASB ASC Topic 815~~Ukraine, ~~“Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, such as our Warrants,~~ the ~~derivative~~Middle ~~instrument~~East isor ~~initially~~elsewhere ~~recorded~~may atlead ~~its~~to ~~fair~~increased ~~value~~volume ~~on the grant date~~ and isprice ~~then~~volatility ~~re-valued~~for atpublicly ~~each reporting~~traded ~~date~~securities, or ~~with~~affect ~~changes in~~ the ~~fair value reported in the statements of~~ operations ~~contained~~or ~~elsewhere~~financial incondition ~~this Report. The classification~~ of ~~derivative~~potential ~~instruments~~target companies, ~~including~~and ~~whether~~to ~~such~~other ~~instruments~~company ~~should be recorded as liabilities~~ or asindustry-specific, ~~equity~~national, ~~is evaluated at the end~~regional ~~of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheets as current~~ or ~~non-current based~~international oneconomic ~~whether~~disruptions orand ~~not~~economic ~~net-cash~~uncertainty, ~~settlement~~any ~~or conversion~~ of ~~the~~which ~~instrument~~ could bemake ~~required~~it ~~within~~more 12difficult ~~months~~for ofus ~~the~~to ~~balance~~consummate ~~sheet~~the ~~date~~Business Combination.

~~The valuation of our Public~~A ~~Warrants~~1% ~~is based on a traded market~~U.S. ~~Our~~federal ~~Private~~excise ~~Placement~~tax ~~Warrants~~may ~~are~~be ~~valued~~imposed ~~using~~on aus ~~Monte~~in ~~Carlo~~connection ~~options~~with ~~pricing model which utilizes assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. We estimate the volatility of~~ our ~~Common~~redemptions ~~Stock based on projected volatility~~ of ~~comparable~~shares ~~public~~in ~~companies~~connection ~~that~~with ~~matches~~a ~~the~~business ~~expected remaining life of the warrants.~~combination ~~The~~or ~~risk-free~~other ~~interest~~stockholder ~~rate~~vote ispursuant ~~based~~to onwhich ~~the~~stockholders ~~U.S.~~would ~~treasury~~have ~~zero-coupon yield curve on the grant date for~~ a ~~maturity~~right ~~similar~~ to ~~the~~submit ~~expected remaining~~their ~~life~~shares offor ~~the~~redemption ~~warrants. The expected life of the Warrants is based on Management assumptions regarding the timing and likelihood of completing~~ (a ~~Business Combination~~“Redemption Event”). ~~The dividend rate is based on the historical rate, which we anticipate to remain at zero.~~

Pursuant to the Inflation Reduction Act of 2022, commencing in 2023, a 1% U.S. federal excise tax (the “Excise Tax”) is imposed on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The ~~estimates~~Excise ~~used~~Tax tois ~~calculate~~imposed on the repurchasing corporation and not on its stockholders. The amount of the Excise Tax is equal to 1% of the fair market value of ~~our~~the ~~derivative~~shares ~~assets~~repurchased ~~and~~at ~~liabilities~~the ~~change~~time atof ~~each~~the ~~balance~~repurchase. ~~sheet~~However, ~~date~~for ~~based~~purposes of oncalculating ~~our~~the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock ~~price~~issuances against the fair market value of stock repurchases during the same taxable year. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other ~~assumptions described~~guidance ~~above~~regarding the Excise Tax. IfIn ~~our~~December ~~assumptions~~2022, ~~change~~the orTreasury weDepartment issued ~~experience~~Notice ~~significant~~2023-2, ~~volatility~~indicating inits ~~our~~intention ~~stock~~to ~~price~~propose orsuch ~~interest~~regulations ~~rates~~and issuing certain interim rules on which taxpayers may rely. Under the interim rules, liquidating distributions made by publicly traded domestic corporations are exempt from the ~~fair~~Excise ~~value~~Tax. In addition, ~~calculated~~any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from ~~one~~such ~~balance~~tax. ~~sheet~~Accordingly, ~~period~~redemptions of our public shares in connection with an extension of the Combination Period may subject us to the ~~next~~Excise ~~could~~Tax, beunless ~~materially~~one ~~different~~of the two exceptions above apply. Such redemptions would only occur if an extension of the Combination Period is approved by our stockholders and such extension is implemented by the board of directors.

27If the deadline for us to complete a business combination (currently February 15, 2024) is extended, our public stockholders will have the right to require us to redeem their public shares. Any redemption or other repurchase may be subject to the Excise Tax. The extent to which we would be subject to the Excise Tax in connection with a Redemption Event would depend on a number of factors, including: (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of the business combination), (iii) if we fail to timely consummate a business combination and liquidate in a taxable year subsequent to the year in which a Redemption Event occurs and (iv) the content of any proposed or final regulations and other guidance from the Treasury Department. In addition, because the Excise Tax would be payable by us and not by the redeeming holders, the mechanics of any required payment of the Excise Tax remain to be determined. Any Excise Tax payable by us in connection with a Redemption Event may cause a reduction in the cash available to us to complete a business combination and could affect our ability to complete a business combination.

~~Recent~~Item 2. ~~Accounting~~Unregistered ~~Standards~~Sales of Equity Securities and Use of Proceeds.

~~In December 2023, the FASB issued Accounting Standards Update (“ASU”) No~~None. 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.

~~In November 2023, the FASB~~Item 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 expenses3. ~~The~~ ~~ASU~~Defaults ~~2023-07~~Upon isSenior ~~effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024~~Securities. ~~Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its condensed consolidated financial statements and related disclosures.~~

~~In August 2020, FASB issued ASU No~~None. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of April 13, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements.

~~In June 2016, the FASB issued~~Item ~~ASU No~~4. ~~2016-13,~~Mine ~~“Financial~~Safety ~~Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”)~~Disclosures. This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. 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 condensed consolidated financial statements.

~~Management does not believe~~Not ~~that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements~~Applicable.

~~Off-Balance~~Item 5. ~~Sheet~~Other ~~Arrangements~~Information.

~~As of September 30, 2024 and December 31, 2023, we did not have any off-balance sheet arrangements~~None.

Item 3 6. ~~Quantitative and Qualitative Disclosures About Market Risk~~Exhibits.

WeThe following exhibits are afiled ~~smaller reporting company~~ as ~~defined~~part ~~by Rule 12b-2~~ of, ~~the~~or ~~Exchange~~incorporated ~~Act~~by ~~and~~reference ~~are~~into, ~~not required to provide the information otherwise required under~~ this ~~item~~Report.

Item 4. Controls and Procedures.

No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Evaluation~~* ofFiled ~~Disclosure Controls and Procedures~~herewith.

~~Disclosure~~** controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and formsFurnished. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2024, our disclosure controls and procedures were not operating effectively as of the end of the period covered by this report, due to a material weakness for the timely close and filing of regulatory filings.

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.29

~~Changes in Internal Control over Financial~~PART ~~Reporting~~III

There have been no changes to our internal control over financial reporting during the quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.SIGNATURES

29Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PART II – OTHER INFORMATION

	RELATIVITY ACQUISITION CORP.

Date: May 15, 2025	By:	/s/ Tarek Tabsh
	Name:	Tarek Tabsh
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 15, 2025	By:	/s/ Steven Berg
	Name:	Steven Berg
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

~~Item 1. Legal Proceedings.~~ 30

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

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Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, except as set forth below, there have been no material changes to the risk factors previously disclosed in the Company’s (i) most recent prospectus for the initial public offering as filed with the February 14, 2022, (ii) its Annual Report on Form 10-K filed with the SEC on March 31, 2023 and September 16, 2024, and (iii) its Quarterly Reports on Form 10-Q filed with the SEC on May 16, 2022, August 15, 2022, November 14, 2022, May 15, 2023 and August 14, 2023, respectively. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

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 the Business Combination.

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, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to consummate the Business Combination.

A 1% U.S. federal excise tax may be imposed on us in connection with our redemptions of shares in connection with a business combination or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption (a “Redemption Event”).

Pursuant to the Inflation Reduction Act of 2022, commencing in 2023, a 1% U.S. federal excise tax (the “Excise Tax”) is imposed on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The Excise Tax is imposed on the repurchasing corporation and not on its stockholders. The amount of the Excise Tax is equal to 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the Excise Tax. In December 2022, the Treasury Department issued Notice 2023-2, indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely. Under the interim rules, liquidating distributions made by publicly traded domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Accordingly, redemptions of our public shares in connection with an extension of the Combination Period may subject us to the Excise Tax, unless one of the two exceptions above apply. Such redemptions would only occur if an extension of the Combination Period is approved by our stockholders and such extension is implemented by the board of directors.

If the deadline for us to complete a business combination (currently February 15, 2024) is extended, our public stockholders will have the right to require us to redeem their public shares. Any redemption or other repurchase may be subject to the Excise Tax. The extent to which we would be subject to the Excise Tax in connection with a Redemption Event would depend on a number of factors, including: (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of the business combination), (iii) if we fail to timely consummate a business combination and liquidate in a taxable year subsequent to the year in which a Redemption Event occurs and (iv) the content of any proposed or final regulations and other guidance from the Treasury Department. In addition, because the Excise Tax would be payable by us and not by the redeeming holders, the mechanics of any required payment of the Excise Tax remain to be determined. Any Excise Tax payable by us in connection with a Redemption Event may cause a reduction in the cash available to us to complete a business combination and could affect our ability to complete a business combination.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith. ** Furnished.

PART III

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RELATIVITY ACQUISITION CORP.
Date: March 17, 2025	By:	/s/ Tarek Tabsh
	Name:	Tarek Tabsh
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: March 17, 2025	By:	/s/ Steven Berg
	Name:	Steven Berg
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

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