Item 1.01 Entry Into a Material Definitive Agreement

This section describes the material provisions of the Business Combination Agreement (as defined below), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Stockholders of Relativity Acquisition Corp., and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Business Combination Agreement.

General Terms and Effects; Merger Consideration

On February 13, 2023, Relativity Acquisition Corp. ("Relativity") entered into a Business Combination Agreement (the "Business Combination Agreement") by and among (i) Relativity, (ii) Relativity Holdings 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," and the Merger Sub, collectively with Relativity and Pubco, the "Purchaser Parties"), (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 (each, an "Operating Company" and collectively, the "Operating Companies" or "SVES"), (v) SVGO LLC, ESGO LLC, SV Apparel LLC, and ES Business Consulting LLC (each, a "Seller" and collectively, the "Sellers"), (vi) Timothy J. Fullum and Salomon Murciano (each, a "Founder" and collectively, the "Founders"), (vii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as Relativity Purchaser Representative (the "Purchaser Representative") and (viii) Timothy J. Fullum, in the capacity as the Seller Representative (the "Seller Representative"). The transactions contemplated by the Business Combination Agreement are referred to herein as the "Transaction."





Consideration

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, (a) the Merger Sub will merge with and into Relativity, with Relativity surviving the merger as a wholly-owned subsidiary of Pubco, and (b) each Seller shall contribute all of its ownership interests in each Operating Company to Pubco in exchange for aggregate consideration in the amount of $632,000,000 (the "Contribution Consideration"), to be paid in the common stock of Pubco valued at $10.00 per share of common stock. At the Closing, each public warrant of Relativity shall be converted into one Pubco public warrant and each private warrant of Relativity shall be converted into one Pubco private warrant, in each case with such Pubco warrant having substantially the same terms and conditions as set forth in the respective Relativity warrants, except that in each case they shall represent the right to acquire shares of Pubco common stock in lieu of shares of Relativity Class A common stock.

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties by each of Relativity, Pubco, Merger Sub and the Sellers. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. "Material Adverse Effect" as used in the Business Combination Agreement means with respect to any specified person, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person or and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. Sellers are required to deliver disclosure schedules required under the Business Combination Agreement to Relativity on or prior to February 21, 2023.





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Survival

The representations and warranties of the parties terminate as of and do not survive the Closing, and there are no indemnification rights for another party's breach. The covenants and agreements of the parties shall not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements shall survive until fully performed.





Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the "Interim Period"), including (1) the provision of access to their properties, books and personnel; (2) the provision by Sellers of responses to Purchaser Parties' due diligence requests; (3) provision of the audited financial statements of the Operating Companies by the Seller Representative no later than April 7, 2023; (4) Relativity making all required public filings; (5) no insider trading; (6) notifications of certain breaches, consent requirements or other matters; (7) efforts to consummate the Closing; (8) continued listing of Relativity's securities on Nasdaq; (9) public announcements; (10) confidentiality; (11) further assurances and (12) the operation of their respective businesses in the ordinary course of business; provided that in the case of the Operating Companies their only covenant is to not make any divided or distribution except consistent with past practices and to enter into related party transactions only on arms' length terms. Each party also agreed during the Interim Period not to solicit or enter into any written inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transactions, to notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public information relating to such transaction, and to keep the others informed of the status of any such inquiries, proposals, offers or requests for information. There are also certain customary post-Closing covenants regarding (1) tax matters; (2) maintenance of books and records; (3) indemnification of directors and officers; and (4) use of trust account proceeds. During the Interim Period, Relativity may, but is not required to, enter into financing agreements on such terms as Relativity and the Seller Representative agree (the "Transaction Financing").

The Sellers agreed to use their good faith efforts to respond to the Purchaser Parties' due diligence requests in a timely manner. Purchaser shall have until 5:00 p.m. on March 15, 2023, to conduct additional due diligence on the Target Companies to determine whether any facts exist that would result, individually or in the aggregate, in a reduction of the valuation of the Target Companies by an amount equal to or greater than five percent (5%) of the Contribution Consideration (such 5% reduction in valuation, a "Material Reduction") and the Sellers, prior to 5:00 p.m. on February 21, 2023, shall deliver the disclosure schedule to Relativity. If, following the procedure described in the Business Combination Agreement, it is finally determined that there has been a Material Reduction, Relativity may terminate the Business Combination Agreement. Further, prior to the Closing, Seller Representative is required to deliver to Relativity updates to the Company Disclosure Schedules. In the event such updated Company Disclosure Schedules set forth a fact that arises after the date of the Business Combination Agreement that results in a Material Reduction, the procedures set forth in the Business Combination Agreement shall apply to the resolution of any such issue that may arise.





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The Business Combination Agreement and the consummation of the Transactions requires the approval of Relativity's shareholders. Relativity and Pubco agreed, as promptly as practicable after the date of the Business Combination Agreement, to prepare and file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (as may be amended, the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of the Pubco securities to be issued to the holders of Relativity securities and the Sellers pursuant to the Business Combination Agreement, and containing a proxy statement/prospectus for the purpose of Relativity soliciting proxies from the shareholders of Relativity to approve the Business Combination Agreement and related matters (the "Relativity Shareholder Approval") at a special meeting of Relativity's shareholders (the "Special Meeting"), and providing such shareholders an opportunity to redeem their shares of Relativity Class A common stock (the "Redemption").

The Sellers have agreed in the Business Combination Agreement to vote their interests in favor of the Transactions and against any acquisition proposal that could reasonably be expected to delay or impair the ability of any target company to consummate the Transactions.

The parties also agreed to take all necessary action, so that, effective at the Closing, the entire board of directors of Relativity (the "Post-Closing Board") will consist of five (5) individuals designated by the Seller Representative, a majority of whom will be independent in accordance with Nasdaq rules.





Closing Conditions

The obligations of the parties to complete the Closing are subject to various conditions, including the following mutual conditions of the parties unless waived:

? receipt of the approval of the stockholders of Relativity;

? expiration of any applicable waiting period under any antitrust laws;

? receipt of requisite consents from governmental authorities to consummate the

Transactions, and receipt of specified requisite consents from other third

parties to consummate the Transactions;

? the absence of any law or order that would prohibit the consummation of the

Transactions;

? upon the Closing, after giving effect to the Redemption, certain contracts

entered into by any of the Operating Companies and their respective direct and

indirect Subsidiaries (each, a "Target Company") evidencing any indebtedness

(the "TC Line of Credit"), and any Transaction Financing, Relativity having net

tangible assets of at least $5,000,001;

? the members of the Post-Closing Board shall have been elected or appointed as

of the Closing;

? the effectiveness of the Registration Statement;

? the shares of Pubco common stock to be issued in connection with the

Transactions having been approved for listing on Nasdaq;

? the Sellers and the Sponsor will have each entered into a Lock-Up Agreement

(the "Lock-Up Agreements") with Pubco, Relativity and the Purchaser

Representative, and the Founders will have each entered into a Non-Competition

and Non-Solicitation Agreement (the "Non-Competition Agreements") in favor of

Pubco, each of which shall be in full force and effect; and

? the TC Line of Credit shall be in full force and effect.






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Unless waived by Seller Representative, the obligations of the Sellers, the Founders and the Target Companies to consummate the Combination are subject to the satisfaction of the following additional conditions:

? the representations and warranties of the Purchaser Parties being true and

correct as of the date of the Business Combination Agreement and as of the

Closing (subject to any Material Adverse Effect);

? the Purchaser Parties having performed in all material respects their

obligations and complied in all material respects with their covenants and

agreements under the Business Combination Agreement required to be performed or

complied with on or prior to the date of the Closing;

? absence of any Material Adverse Effect with respect to Relativity since the

date of the Business Combination Agreement which is continuing and uncured;

? the Lock-Up Agreements, the Non-Competition Agreements and all agreements

related to the TC Line of Credit shall be in full force and effect;

? Pubco will have amended and restated its organizational documents and delivered

evidence to the Seller Representative of the effectiveness of the Amended Pubco

Documents.

? the Seller Representative will have received a copy of the Registration Rights

Agreement between Pubco and the Sellers in a form reasonably acceptable to each

of the Sellers and Pubco;

? Relativity shall have delivered to the Seller a copy of an amendment to the

registration rights agreement entered into between Relativity and certain of

its shareholders at the time of Relativity's initial public offering to amend

the terms thereof; and

? the Sellers shall have received an amendment to a certain lease, duly executed

by the landlord and SVES Apparel LLC, in a form reasonably acceptable to Seller


   Representative.

Unless waived by Relativity, the obligations of the Purchaser Parties to consummate the Transactions are subject to the satisfaction of the following additional conditions, in addition to customary certificates and other Closing deliverables:

? the representations and warranties of the Sellers being true and correct as of

the date of the Business Combination Agreement and as of the Closing (subject

to Material Adverse Effect);

? the Sellers having performed in all material respects their obligations and . . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                 Description
2.1*            Business Combination Agreement, dated as of February 13, 2023, by and
              among Relativity Acquisition Corp., Relativity Holdings Inc., Relativity
              Purchaser Merger Sub Inc., SVES GO, LLC, SVES LLC, SVES CP LLC, SVES
              Apparel LLC, SVGO LLC, ESGO LLC, SV Apparel LLC, ES Business Consulting
              LLC, Timothy J. Fullum, in his individual capacity, Salomon Murciano,
              Relativity Acquisition Sponsor, LLC, in the capacity as the Purchaser
              Representative and Timothy J. Fullum, in the capacity as the Seller
              Representative.
104           Cover Page Interactive Data File (embedded with the Inline XRBL
              document).




  *   The exhibits and schedules to this Exhibit have been omitted in accordance
      with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish
      supplementally to the SEC a copy of all omitted exhibits and schedules upon
      its request.




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