Company Description
RACYW represents the warrants of Relativity Acquisition Corp., a blank check company formed as a Delaware corporation. According to company disclosures, Relativity Acquisition Corp. was created for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Its securities, including common stock and redeemable warrants, were originally listed on The Nasdaq Global Market, with the warrants trading under the symbol RACYW once the units from its initial public offering began separate trading.
Relativity Acquisition Corp. is sponsored by Relativity Acquisition Sponsor LLC, a Delaware limited liability company. Company materials state that its management team and board of directors are composed of executives with experience in the cannabis and finance industries. In connection with its initial public offering of units, each unit consisted of one share of common stock and one redeemable warrant, and each warrant entitled the holder to purchase one share of common stock at a specified exercise price.
As a blank check company, Relativity Acquisition Corp. has described its purpose as identifying and completing a business combination. Public announcements explain that the company intended to focus on businesses in the legalized cannabis industry and related areas such as consumer packaged goods, health and wellness, technology, pharmaceuticals, manufacturing, distribution, logistics and brand management. The warrants associated with the company, trading under the symbol RACYW, are linked to this broader corporate objective of pursuing a qualifying transaction.
Relativity Acquisition Corp. has also been involved in a proposed business combination with SVES LLC, SVES GO, LLC, SVES CP LLC and SVES Apparel LLC, collectively referred to as SVES. Public communications describe SVES as an off-price apparel distribution company based in Florida, and detail that Relativity and SVES entered into a definitive business combination agreement. These announcements state that upon closing of the proposed transaction, the combined company would operate under the name "SVES, Inc." and intended to apply to be listed on Nasdaq under the new ticker symbol "SVES." The RACYW warrants are part of the capital structure surrounding Relativity Acquisition Corp. as it pursues such a transaction.
Regulatory communications have also addressed the trading status of Relativity Acquisition Corp.’s securities. In one announcement, the company reported receiving a determination letter from Nasdaq’s Listing Qualifications staff indicating a decision to delist the company’s securities from The Nasdaq Stock Market based on non-compliance with certain listing rules, including requirements relating to the payment of applicable fees. A prior communication noted a separate Nasdaq determination citing non-compliance with various continued listing standards, including market value and shareholder-related criteria, and referenced a trading halt in the company’s securities. These developments are relevant for investors analyzing the history and status of the RACYW warrants.
In addition, Relativity Acquisition Corp. has filed reports with the U.S. Securities and Exchange Commission. One such filing describes a material error in the presentation of cash flows related to withdrawals from the company’s trust account and redemptions of Class A ordinary shares, and states that certain previously issued financial statements should no longer be relied upon and would be restated. The filing also notes a material weakness in internal control over financial reporting related to the presentation of statements of cash flows. These disclosures form part of the regulatory context for understanding the company associated with the RACYW warrants.
Business purpose and sector
Relativity Acquisition Corp. identifies itself as a blank check company, sometimes referred to as a special purpose acquisition company (SPAC). Its stated purpose is to complete a business combination with one or more operating businesses. Company communications indicate an intended focus on opportunities in the legalized cannabis industry and related sectors, though the specific target or targets are determined through the business combination process. The RACYW warrants are financial instruments tied to the company’s common stock and are therefore connected to the outcome of any completed business combination.
Corporate transactions and proposed combination
Public announcements describe a proposed business combination between Relativity Acquisition Corp. and SVES, an off-price apparel distribution company. The parties entered into a definitive business combination agreement, and Relativity announced plans to file a registration statement on Form S-4 with the SEC, including a proxy statement and prospectus related to the transaction. Communications explain that, upon closing, the combined company would be named SVES, Inc. and intended to apply for listing on Nasdaq under the symbol SVES. These materials emphasize that the transaction remained subject to stockholder approval, regulatory review and other customary closing conditions.
Relativity Acquisition Corp. has also disclosed extensions of the deadline by which it must consummate a business combination, in accordance with its governing documents. In separate announcements, the company described extending its business combination deadline by several months on two occasions, noting that small amounts from working capital were deposited into its trust account for public stockholders in connection with each extension. These actions were presented as providing additional time to complete the proposed business combination with SVES.
Listing and delisting developments
Several announcements address the listing status of Relativity Acquisition Corp.’s securities. One release reports that, based on a determination letter from Nasdaq staff, the company’s securities were subject to delisting from The Nasdaq Global Market due to non-compliance with multiple listing rules, including minimum market value of listed securities, minimum publicly held shares, minimum market value of publicly held shares and potential non-compliance with minimum total holders requirements. The same communication notes that trading in the company’s securities had been halted and that the company requested a hearing before a Nasdaq Hearings Panel, which stayed any suspension or delisting pending the panel’s decision.
A later announcement states that Nasdaq staff determined to delist the company’s securities based on non-compliance with rules requiring payment of applicable fees, citing an unpaid past due balance of assessed fees. These developments are important historical context for understanding the trading environment and risks associated with the company’s securities, including the RACYW warrants.
Regulatory filings and financial reporting
Relativity Acquisition Corp. has filed reports with the SEC that provide additional information about its financial reporting and internal controls. In one Form 8-K, the company disclosed that management concluded certain cash flow presentations in previously issued financial statements were made in error, specifically the classification of cash withdrawn from the trust account and cash used to redeem stock. The company determined that these errors were material and stated that the affected financial statements should no longer be relied upon, indicating that restatements would be made. The same filing notes a material weakness in internal control over financial reporting related to the presentation of statements of cash flows and describes management’s intention to devote resources to remediation.
FAQs about Relativity Acquisition Corp. and RACYW
- What is Relativity Acquisition Corp.?
Relativity Acquisition Corp. is described in company and offering documents as a blank check company formed as a Delaware corporation. It was created for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
- What does the RACYW symbol represent?
According to the company’s offering announcements, RACYW is the trading symbol for the redeemable warrants associated with Relativity Acquisition Corp. Once the units from its initial public offering began separate trading, the common stock traded under the symbol RACY and the warrants traded under the symbol RACYW on Nasdaq.
- What sector does Relativity Acquisition Corp. focus on?
Relativity Acquisition Corp. has stated that it intends to focus on businesses in the legalized cannabis industry and related industries, including areas such as consumer packaged goods, health and wellness, technology, pharmaceuticals, manufacturing, distribution, logistics and brand management, as potential targets for a business combination.
- What business combination has Relativity Acquisition Corp. pursued?
Public communications describe a definitive business combination agreement between Relativity Acquisition Corp. and SVES LLC, SVES GO, LLC, SVES CP LLC and SVES Apparel LLC, collectively referred to as SVES. SVES is described as an off-price apparel distribution company based in Florida. Upon closing of the proposed transaction, the combined company would operate under the name SVES, Inc. and intended to apply to be listed on Nasdaq under the ticker symbol SVES.
- What listing challenges has the company reported?
The company has reported receiving determination letters from Nasdaq staff indicating decisions to delist its securities from The Nasdaq Global Market. One letter cited non-compliance with various listing standards, including market value and shareholder-related requirements, and referenced a trading halt. A later letter cited non-compliance with rules requiring payment of applicable fees, including an unpaid past due balance of assessed fees.
- How has Relativity Acquisition Corp. addressed its business combination deadlines?
Relativity Acquisition Corp. has announced extensions of the deadline by which it must consummate a business combination, as permitted under its governing documents. In connection with these extensions, the company disclosed depositing specified amounts from working capital into its trust account for public stockholders.
- What financial reporting issues has the company disclosed?
In an SEC filing, the company reported that certain cash flow classifications in previously issued financial statements were made in error and determined that the related impacts were material. It stated that the affected financial statements should no longer be relied upon and would be restated, and it identified a material weakness in internal control over financial reporting related to the presentation of statements of cash flows.
- Is Relativity Acquisition Corp. considered a SPAC?
Company descriptions refer to Relativity Acquisition Corp. as a blank check company formed to effect a business combination with one or more businesses. Public communications also describe it as a special purpose acquisition company in connection with its proposed transaction with SVES.