UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

Schedule 14A

________________

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.    )

Check the appropriate box:

RELATIVITY ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

RELATIVITY ACQUISITION CORP.
c/o 3753 Howard Hughes Pkwy
Suite 200
Las Vegas, NV 89169

LETTER TO STOCKHOLDERS

TO THE STOCKHOLDERS OF RELATIVITY ACQUISITION CORP.:

You are cordially invited to attend the special2023 annual meeting of stockholders (the “Annual Meeting”), of Relativity Acquisition Corp. (“we”, “us”, “our” or the “Company”), to be held at 2:1:00 p.m., Eastern time on December 21, 2022.

The Meeting will be a completely virtual meeting22, 2023 at the offices of stockholders, which will be conducted via live webcast.Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105. You will be ablepermitted to attend the Annual Meeting online, vote and submitin person if you reserve your questions duringattendance at least two business days in advance of the Annual Meeting by visiting https://www.cstproxy.com/relativityacquisition/2022.contacting Ellenoff Grossman & Schole LLP, c/o Anthony Ain, 1345 Avenue of the Americas, New York, New York, 10105. You will not be required to attend the Annual Meeting in person in order to vote.

Even if you are planning on attending the Annual Meeting, online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Annual Meeting. Instructions on voting your shares are on the proxy materials you received for the Annual Meeting. Even if you plan to attend the Annual Meeting, online, it is strongly recommended you complete and return your proxy card before the Annual Meeting date, to ensure that your shares will be represented at the Annual Meeting if you are unable to attend.

The accompanying proxy statement (the “Proxy Statement”) is dated December 5, 2022,7, 2023, and is first being mailed to stockholders of the Company on or about that date. The sole purpose of the Annual Meeting is to consider and vote upon the following proposals (the(collectively, the “Proposals”):

1)      a proposal to amendre-elect Emily Paxhia and Frances Knuettel II as the Company’s second amended and restated certificateClass I directors of incorporation (the “Charter”), in the form set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”), (x) to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”, and the Company’s initial Business Combination, the “Business Combination”), (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units (the “Public Shares”) sold in the Company’s initial public offering that was consummated on February 15, 2022 (the “IPO”), from February 15, 2023 to August 15, 2023 (the “Extension”, and such later date, the “Extended Date”), or such earlier date as determined by the Company’s board of directors (the “Board”) and (y) to provide for up to two additional three-month extensions foruntil the period of time to consummate a Business Combination beyond the Extended Date, provided that, for each such three-month extension, an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the trust account in which the proceedsannual meeting of the IPO were placed following the closingstockholders of the IPOCompany to be held in 2025 or until a successor is appointed and qualified (the “Trust AccountDirector Election Proposal”), without stockholder approval; ;and

2)      a proposal to approveratify the adjournmentselection by the audit committee of the MeetingBoard of WithumSmith+Brown, PC, to a later date or dates, if necessary, to permit further solicitation and vote of proxies inserve as our independent registered public accounting firm for the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposalyear ending December 31, 2023 (the “Adjournment ProposalAuditor Ratification Proposa”l”). The Adjournment Proposal will only be presented at the Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.

Each of the Proposals are more fully described in the accompanying Proxy Statement.

The purposeelection of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the Business Combination. While we are currently in discussions regarding Business Combination opportunities, our Board currently believes that there will not be sufficient time before February 15, 2023 to complete the Business Combination. Accordingly, the Board believes that, in order to be able to consummate the Business Combination, we will need to obtain the Extension. Therefore, the Board has determined that it isnominees in the best interests of our stockholders to extend the date by which the Company has to consummate a Business Combination to the Extended Date in order for our stockholders to have the opportunity to participate in our future

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Under Delaware law and the Company’s bylaws, no other business may be transacted at the Annual Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal,Proposals and the Adjournment Proposal and theAnnual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to read this material carefully and vote your shares. Stockholders will have the opportunity to present questions to the management of the Company at the Annual Meeting, which is being held, in part, to satisfy the annual meeting requirement of the Nasdaq Stock Market LLC.

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Annual Meeting. If you are a stockholder of record, you may also cast your vote online or at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online or at the Annual Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct yourAbstentions and broker or bank how to votenon-votes will have the same effect as voting “AGAINST” the Extension Amendment Proposal, and an abstention will have the same effect as voting “AGAINST” the Extension Amendment Proposal. Abstentions, whilebe considered present for the purposes of establishing a quorum,quorum. Broker non-votes will count as votes cast on the Auditor Ratification Proposal, but not on the Director Election Proposal; abstentions will not count as votes cast and will have no effect on the outcome of the vote on the Adjournment Proposal. Broker non-votes will also not count as votes cast and will have no effect on the outcome of the vote on the Adjournment Proposal. Failure to vote by proxy or to vote in person (including virtually) at the Meeting will have no effect on the outcome of the vote on the Adjournment Proposal.Proposals.

Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting of Stockholders to be held on December 22, 2023: 21, 2022: ThisThe notice of meetingthe Annual Meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/relativityacquisition/20222023.

RELATIVITY ACQUISITION CORP.
c/c/o 3753 Howard Hughes Pkwy
Suite 200
Las Vegas, NV 89169

NOTICE AND PROXY STATEMENT
OF SPECIALTHE 2023 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

The special2023 annual meeting of stockholders (the “Annual Meeting”), of Relativity Acquisition Corp. (“we”, “us”, “our” or the “Company”), to will be held at 2:1:00 p.m., Eastern time on December 21, 2022.

22, 2023 at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105. You will be ablepermitted to attend votethe Annual Meeting in person if you reserve your shares, and submitattendance at least two business days in advance of the Annual Meeting by contacting Ellenoff Grossman & Schole LLP, c/o Anthony Ain, 1345 Avenue of the Americas, New York, New York, 10105. You will not be required to attend the Annual Meeting in person in order to vote. Stockholders will have the opportunity to present questions duringto the management of the Company (“Management”) at the Annual Meeting, via a live webcast available atwhich is being held, in part, to satisfy the annual meeting requirement of the Nasdaq Stock Market LLC (“ https://www.cstproxy.com/relativityacquisition/2022.Nasdaq”).

The Annual Meeting will be held for the sole purpose of considering and voting upon the following proposals (the(collectively, the “Proposals”):

1)      a proposal to amendre-elect Emily Paxhia and Frances Knuettel II (together, the Company’s second amended and restated certificate“Director Nominees”) as the Class I directors of incorporationthe board of directors (the “CharterBoard”), until the annual meeting of the stockholders of the Company to be held in the form set forth in Annex A to the accompanying Proxy Statement2025 or until a successor is appointed and qualified (the “Extension AmendmentDirector Election Proposal”); and such

2)      a proposal to ratify the selection by the audit committee of the Board (the “Extension Amendment ProposalAudit Committee”) of WithumSmith+Brown, PC (“Withum”), to (x) extendserve as our independent registered public accounting firm for the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (ayear ending December 31, 2023 (the “Business CombinationAuditor Ratification Proposa”, and the Company’s initial Business Combination, thel”).

Our sponsor, Relativity Acquisition Sponsor LLC (the “Business CombinationSponsor”), (ii) cease all operations except foris the purposebeneficial owner of winding up, and (iii) redeem or repurchase 100%(i) 2,500,380 shares of the Company’s Class A commonCommon stock, included as partpar value $0.0001 per share (the “Class A Common Stock”), converted from shares of the Company’s Class B Common stock, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), on a one-for-one basis, on February 27, 2023 in the Founder Share Conversion (as defined in the section of the Proxy Statement entitled “Certain Relationships and Related Party Transactions”), (ii) one share of Class B Common Stock, and (iii) 653,750 units (the “Public SharesPrivate Placement Units”), which were purchased by the Sponsor in the Private Placement (as defined in the section of the Proxy Statement entitled “Background”) sold inthat occurred simultaneously with the completion of the Company’s initial public offering that was consummated on February 15, 2022 (the “IPO”), from February 15, 2023 to August 15, 2023 (the “Extension”, and such later date, the “Extended Date”), or such earlier date as determined by the Company’s board of directors (the “Board”) and (y) to provide for up two additional three-month extensions for the period of time to consummate a Business Combination beyond the Extended Date, provided that, for each such three-month extension, an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the trust account in which the proceeds of the IPO were placed following the closing of the IPO (the “Trust Account”), without stockholder approval; and

2)      a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.

The Extension Amendment Proposal is required for the implementation of the plan of the Board to extend the date by which the Company has to complete the Business Combination. The purpose of the Extension Amendment is to allow the Company more time to complete the Business Combination. While we are currently in discussions regarding various Business Combination opportunities, our Board currently believes that there will not be sufficient time before February 15, 2023 to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension. Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to consummate a Business Combination to the Extended Date in order for our stockholders to have the opportunity to participate in our future investment. Our Charter also authorizes us to extend the period of time to consummate a Business Combination up to two times without stockholder approval, each for an additional three months, if no Business Combination has been consummated by February 15, 2023, provided that the Sponsor (or its affiliates or permitted designees) deposits into the Trust Account $1,437,500 for each such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. The Extension Amendment Proposal provides for an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the Trust Account, rather than $1,437,500, for each such three-month extension from the Extended Date instead of February 15, 2023. Our Board believes that this provision will give us increased flexibility in the timing of any Business Combination.

other agents for the cost of forwarding proxy materials to beneficial owners.owners (as defined in the section of the Proxy Statement entitled “Questions & Answers about the Annual Meeting”). While the payment of these expenses will reduce the cash available to us to consummate the a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination if the Extension is approved,”), we do not expect such payments to have a material effect on our ability to consummate an initial Business Combination.

ThisThe Proxy Statement is dated December 5, 20227, 2023, and is first being mailed to stockholders of the Company on or about that date.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should carefully read carefully the entire document, including the annexes to this Proxy Statement.

Why am I receiving this Proxy Statement?

This Proxy Statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board for use at the Annual Meeting which is a special meeting of stockholders, to be held at 2:1:00 p.m., Eastern time on December 21, 2022,22, 2023, or at any adjournments or postponements thereof. This Proxy Statement summarizes the information that you need to make an informed decision on the proposalsProposals to be considered at the Annual Meeting. This Proxy Statement and the enclosed proxy card were first sent to our stockholders on or about December 6, 2022.7, 2023.

We are a blank check company formed in Delaware on April 13, 2021, for the purpose of effecting a Business Combination with one or more businesses.Combination. On February 15, 2022, we consummated our IPO and the Private Placement, as well as a private placement, from which we derived gross proceedsthe full exercise of approximately $150,287,500 ($10.00 per unit) inan over-allotment option by the aggregate. Following the closingunderwriter of the IPO, after which, an amount of $146,625,000 from the netapproximately $146.6 million in proceeds of the sale of the units in the IPO and the sale of the Private Placement Units was placed in the U.S.-based trust account (the “Trust Account.Account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer and Trust Company (“Continental”), acting as trustee. Like most blank check companies, our amended and restated certificate of incorporation (as amended and currently in effect, the “Charter”) provides for the return of our IPO proceedsthe funds held in the Trust Account to the holders of shares of Class A Common Stock sold as part of the units sold in our IPO (the “Units”), whether they were purchased in our IPO or thereafter in the open market (the “Public Shares”), if there is no qualifying Business Combination consummated on or before a certain date (in our case, February 15, 2023, subject to any extensions permitted by our Charter or by a vote of our stockholders). Our Board believes that it iswithin the Combination Period (as defined in the best interests ofsection entitled “Background”).

Why does the stockholdersCompany need to continue our existence until the Extended Date in order to allow us more time to complete the Business Combination.hold an annual meeting?

The Annual Meeting is being held, in part, to allow us additional timesatisfy the annual meeting requirement of Nasdaq. Nasdaq Listing Rule 5620(a) requires that we hold an annual meeting of stockholders for the election of directors within 12 months after our fiscal year ended December 31, 2021. At the Annual Meeting, you will have the opportunity to completepresent questions to Management.

In addition to sending our stockholders this Proxy Statement, we are also sending our Annual Report on Form 10-K for the Business Combination.year ended December 31, 2022, so that at the Annual Meeting, stockholders may discuss and ask questions of the Company with respect to such financial statements.

The Proposals

What is being voted on?

You are being asked to vote on twothe following Proposals:

•        Extension AmendmentDirector Election Proposal.    A proposal to amendre-elect Emily Paxhia and Frances Knuettel II as the Company’s Charter inClass I directors of the form set forth in Annex A hereto: (x) to extendBoard until the date by whichannual meeting of the stockholders of the Company must (i) consummateto be held in 2025 or until a Business Combination, (ii) cease all operations except for the purpose of winding up,successor is appointed and (iii) redeem or repurchase 100% of the Public Shares sold in the IPO from February 15, 2023 to the Extended Date of August 15, 2023, or such earlier date as determined by the Board and (y) to provide for an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the Trust Account for each of up to two three-month extensions of the time to consummate a Business Combination beyond the Extended Date;qualified; and

•        AdjournmentAuditor Ratification Proposal.    A proposal to approveratify the adjournmentselection by the Audit Committee of Withum to serve as our independent registered public accounting firm for the Meeting to a later date or dates, if necessary, to permit further solicitation andyear ending December 31, 2023.

Why should I vote of proxies“FOR” the nominees set forth in the eventDirector Election Proposal?

Emily Paxhia and Frances Knuettel II have served on the Board since our IPO in February 2022. The Board believes that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

The Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date that we have to complete our Business Combination. The purpose of the Extension Amendment is to allow the Company more time to complete the Business Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.

If the Extension Amendment Proposal is approved, we will, pursuant to the Trust Agreement, remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed Public Shares their portion of the Withdrawal Amountstability and retain the remainder of the fundscontinuity in the Trust Account for our use in connection with consummatingBoard is important as we work towards completion of a Business Combination, on or beforesuch as the Extended Date.SVES Business Combination (as defined in the section entitled “Background”).

If the Extension Amendment Proposal is approved and the Extension is implemented, the removalThe Board recommends that you vote in favor of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension

Why should I vote “FOR” the Extension AmendmentAuditor Ratification Proposal?

Our Board believes stockholders should have an opportunity to evaluate the Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal to amendWithum has served as the Company’s Charterindependent registered public accounting firm since 2021. Our Audit Committee and Board believe that stability and continuity in the form set forth in Annex A hereto, to (x) extend the date by which the Company must (i) consummateCompany’s auditor is important as we work towards completion of a Business Combination, (ii) cease all operations except forsuch as the purpose of winding up, and (iii) redeem or repurchase 100% of the Public Shares sold in the IPO, from February 15, 2023 to the Extended Date of August 15, 2023, or such earlier date as determined by the Board and (y) to provide for up to two three-month extensions of the time to consummate a Business Combination beyond the Extended Date, provided that, for each such three-month extension, an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the Trust Account, without stockholder approval. The Extension would give the Company the opportunity to complete theSVES Business Combination.

Our Charter provides that if our stockholders approve an amendment to our Charter that would affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our Business Combination before February 15, 2023, subject to any extensions permitted by our Charter or by a vote of our stockholders, we will provide our public stockholders with the opportunity to redeem all or a portion of their Public Shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares. We believe that this Charter provision was included to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable Business Combination in the timeframe contemplated by the Charter.

OurThe Board recommends that you vote in favor of the Extension AmendmentAuditor Ratification Proposal.

Why should I vote “FOR” the Adjournment Proposal?

If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other Proposals.

What vote is required to adopt the Proposals?

•        Extension AmendmentDirector Election Proposal.    The approvalelection of the Extension Amendmentnominees in the Director Election Proposal will requirerequires the affirmative vote of holdersa plurality of the votes cast by the Company’s stockholders represented in person (including stockholders who vote online) or by proxy at least 50%the Annual Meeting and entitled to vote thereon. “Plurality” means that the individuals who receive the largest number of our outstanding shares of common stock on the Record Date.votes cast “FOR” are elected as directors.

•        AdjournmentAuditor Ratification Proposal.    Approval of the Adjournment Proposal if presented,to ratify the selection of Withum as the Company’s independent registered public accounting firm requires the affirmative vote of the majority of the votes cast by the Company’s stockholders presentrepresented in person (including virtually)stockholders who vote online) or represented by proxy at the Annual Meeting and entitled to vote thereon.

What if I don’t want to vote “FOR” any of the Proposals?

If you do not want the Extension Amendment ProposalDirector Nominees to be approved,elected, you may abstain, not vote,must withhold or vote “AGAINST” such proposal. Youagainst the nominees. Abstentions and broker non-votes (as defined in the subsection below entitled “Will my shares be voted if I do not provide my proxy?”) will be entitled to redeem your Public Shares for cash in connection with this vote whether or not you votehave no effect on the Extension Amendment Proposal, so long as you make the Election. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders.Director Election Proposal.

If you do not want the AdjournmentAuditor Ratification Proposal to be approved, you must vote against such proposal.Proposal. Abstentions and broker non-votes (as described below) will have no effect on such proposal.the Auditor Ratification Proposal.

How do the Company insiders intend to vote their shares?

All of our directors, executive officers and their respective affiliates are expected to vote any common stockshares of Common Stock over which they have voting control (including any Public Shares owned by them) in favor of the Extension AmendmentDirector Election Proposal and the AdjournmentAuditor Ratification Proposal. Currently, ourthe Sponsor, Board and Management own approximately 20.52% of our issued and outstanding3,154,131 shares of common stock, including 3,033,906 Founder Shares held by the Sponsor. The Sponsor and our directors, executive officers and their affiliates do not intend to purchaseCommon Stock, approximately 71.7%, which includes (i) 2,500,380 shares of common stockClass A Common Stock, converted from Class B Common Stock on a one-for-one basis, on February 27, 2023 in the open market or in privately negotiated transactions in connection withFounder Share Conversion, (ii) one share of Class B Common Stock and (iii) 653,750 shares of Class A Common Stock that are part of the stockholder vote on the Extension Amendment.Private Placement Units.

What happens to our warrants ifInformation about the Extension Amendment Proposal is approved?Annual Meeting

IfCan I attend the Extension Amendment Proposal is approved, weAnnual Meeting?

Yes. The Annual Meeting will retainbe held at the blank check company restrictions previously applicable to us and continue to attempt to consummate a Business Combination until the Extended Date. The Public Warrants will remain outstanding and only become exercisable on the lateroffices of 12 months from the closingEllenoff Grossman & Schole LLP, located at 1345 Avenue of the IPO or 30Americas, New York, New York, 10105, at 1:00 p.m. Eastern Time, on December 22, 2023. You will be permitted to attend the Annual Meeting in person at the offices of Ellenoff Grossman & Schole LLP if you reserve your attendance at least two business days after the completion of a Business Combination, provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercisein advance of the warrants and a current prospectus relatingAnnual Meeting by contacting Ellenoff Grossman & Schole LLP, c/o Anthony Ain, 1345 Avenue of the Americas, New York, New York, 10105. You will not be required to them is available (or we permit holdersattend the Annual Meeting in person in order to exercise warrants on a cashless basis).

Would I still be able to exercise my redemption rights if I vote “AGAINST” the Business Combination?

Unless you elect to redeem your Public Shares at this time, youvote. You will be able to vote on the Business Combination when it is submitted to stockholders if you are a stockholder on the record date for a meeting to seek stockholder approval of the Business Combination. If you disagree with the Business Combination, you will retain your right to redeem your Public Shares upon consummation of the Business Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set forth in our Charter.

How do I redeem my shares of Class A common stock?

If the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares. You will also be able to redeem your Public Shares in connection with any stockholder vote to approve a proposed Business Combination, or if we have not consummated a Business Combination by the Extended Date, subject to any extensions permitted by our Charter or by a vote of our stockholders.

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on December 19, 2022 (two business days before the Meeting) tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Information about the Meeting

How do I attend the Meeting?

As a registered stockholder, you received a proxy card from Continental. The form contains instructions on how to attend the Meeting including the URL address,online by visiting https://www.cstproxy.com/relativityacquisition/20222023, along with your 12-digit control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or proxy@continentalstock.com.

If you do not have internet capabilities, you can listen to the meeting by dialing: (800)-450-7155 (toll-free) within the U.S. and Canada, or (857)-999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted, enter the pin number 2391393#. This is a listen-only option, and you will not be able to vote or enter questions during the meeting.

In contrast, brokerage firms generally have the authority to vote shares not voted by customers on certain “routine” matters, including the ratification of an independent registered public accounting firm. Accordingly, at the Annual Meeting, your shares of Common Stock may be voted by your brokerage firm on the Auditor Ratification Proposal, unless you provide instructions on how to vote.

How many votes must be present to hold the Annual Meeting?

A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority of the voting power of our issued and outstanding shares of Common Stock on the Record Date that are (i) entitled to vote at the Annual Meeting and (ii) present in person (including stockholders who vote online) or represented by proxy, constitute a “quorum”.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee), or if you vote online or at the Annual Meeting.

Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the Annual Meeting has the power to adjourn the Annual Meeting. As of the Record Date for the Annual Meeting, 2,200,398 shares of the Common Stock would be required to achieve a quorum.

Who can vote at the Annual Meeting?

Only holders of record of the Common Stock at the close of business on the Record Date, December 7, 2023, are entitled to have their vote counted at the Annual Meeting and any adjournments or postponements thereof. On this Record Date, 4,400,795 shares of the Common Stock were outstanding and entitled to vote.

What is the proxy card?

The proxy card enables you to appoint each of Tarek Tabsh, our Chief Executive Officer, and Steven Berg, our Chief Financial Officer, as your representatives at the Annual Meeting. By completing and returning the proxy card, you are authorizing Mr. Tabsh or Mr. Berg to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date in case your plans change. If a proposal comes up for vote at the Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

Will my shares be voted if I do not provide my proxy?

If you are a stockholder of record, and hold your shares directly in your own name, they will not be voted if you do not provide a proxy.

Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote shares not voted by customers on certain “routine” matters, including the ratification of an independent registered public accounting firm. Accordingly, at the Annual Meeting, your shares of Common Stock may be voted by your brokerage firm on the Auditor Ratification Proposal, unless you provide instructions on how to vote.

Brokers are prohibited from exercising discretionary authority on non-routine matters. The Extension AmendmentDirector Election Proposal and Adjournment Proposal areis considered a non-routine matters,matter, and therefore brokers cannot exercise discretionary authority regarding these proposalsthis Proposal for beneficial owners who have not returned proxies to the brokers (so(“-calledbroker non “broker non-votes”).

How can I vote if I am a stockholder of record?

•        Online.At the Annual Meeting.    If you are a stockholder of record, you may vote at the Annual Meeting.

•        Online.    You may also vote by submitting a proxy for the Annual Meeting. You may submit your proxy online at https://www.cstproxy.com/relativityacquisition/2023, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern time, on December 21, 2023 (have your proxy card in hand when you visit the Meeting.website).

•        By Mail.    You may vote by proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

Whether or not you plan to attend the Annual Meeting, online, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online if you have already voted by proxy.

How can I vote if I am a beneficial owner of shares held in street name?

•        Online atAt the Annual Meeting.    If you are a beneficial owner of shares held in street name and you wish to vote online at the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

•        By mail.    You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealerTelephone or other similar organization that holds your shares.

What do I need to do now?

We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the Proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of the Company’s common stock.Common Stock.

Where do I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the U.S. Securities and Exchange Commission (the “SEC”) within four business days following the Annual Meeting.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged the Solicitation Agent to assist in the solicitation of proxies for the Meeting. We have agreed to pay the Solicitation Agent approximately $7,500 in connection with such services for the Meeting. We will also reimburse the Solicitation Agent for reasonable out-of-pocket expenses and will indemnify the Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages and expenses.proxies. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate a Business Combination, if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate a Business Combination.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, a Business Combination, including the pendingSVES Business Combination, our capital resources and results of operations. Likewise, our financial statements and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook”, “believes”, “expects”, “potential”, “continues”, “may”, “will”, “should”, “could”, “seeks”, “approximately”, “predicts”, “intends”, “plans”, “estimates”, “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this Proxy Statement reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•        our ability to enter into agreements for a definitive agreement and related agreements;Business Combination, including the SVES Business Combination;

•        our ability to complete a Business Combination, including the SVES Business Combination;

•        the anticipated benefits of a Business Combination, including the SCES Business Combination;

•        the volatility of the market price and liquidity of our securities;

•        the use of funds not held in the Trust Account;

•        the competitive environment in which our successor will operate following a Business Combination, including the SVES Business Combination; and

•        proposed changes in SEC rules related to special purpose acquisition companies.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable law.

For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section below entitled “Risk Factors”“Risk Factors”, and in other reports we file with the SEC, as well as the SVES Registration Statement (as defined in the section entitled “Background”), once publicly filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

RISK FACTORS

You should consider carefully all of the risks described in our (i) final prospectus for the IPO, as filed with the SEC on February 14, 2022 (File No. 333-262156) (the “IPO Prospectus”), (ii) Annual ReportReports on Form 10-K for the yearyears ended December 31, 2021 and December 31, 2022, as filed with the SEC on March 31, 2022 and March 31, 2023, respectively, (iii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023 and September 30, 2022,2023, as filed with the SEC on May 16, 2022, August 15, 2022, and November 14, 2022, May 15, 2023 and November 20, 2023, respectively, and (iv) other reports we file with the SEC, before making a decision to invest in our securities. Furthermore, if any of the following events noted therein occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

There are no assurancesFor risks relating to SVES and the SVES Business Combination, please see the section entitled “Risk Factors” contained in the SVES Registration Statement, once publicly filed with the SEC.

The Sponsor and officers own a substantial number of shares of the Common Stock and can approve the Proposals without the vote of other stockholders.

The Sponsor and officers, following redemptions by the holders of our Public Shares (the “Public Stockholders”) in connection with the 2022 Special Meeting (as defined in the section entitled “Background”), own approximately 71.7% of the outstanding shares of the Common Stock entitled to vote at the Annual Meeting and plan to vote all of the shares of the Common Stock owned by them in favor of the Proposals. Assuming that a quorum is achieved at the Extension will enable usAnnual Meeting and the Sponsor and officers vote all of the shares of the Common Stock owned by them at the Annual Meeting, the Proposals can be approved at the Annual Meeting even if some or all of our other Public Stockholders do not approve the Proposals.

Market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to completeconsummate a Business Combination.

ApprovingIn recent years, the Extension involvesUnited States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including as a numberresult of risks. Even if the Extension is approved,COVID-19 pandemic, supply chain disruptions, the Company can provide no assurances thatUkraine-Russia conflict, conflict in the Business Combination will be consummated prior toMiddle East, instability in the Extended Date. Our abilityU.S. and global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and high inflation and the possibility of a recession. A significant downturn in economic conditions could make it more difficult for us to consummate a Business Combination.

We cannot predict the timing, strength, or duration of any Business Combination is dependent on a variety of factors, many of which are beyond our control.future economic slowdown or any subsequent recovery generally, or in any industry. If the Extension is approved,conditions in the Company expects to seek stockholder approval ofgeneral economy and the Business Combination. We are required to offer stockholders the opportunity to redeem sharesmarkets in connection with the Extension Amendment,which we operate worsen from present levels, our business, financial condition, operating results and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve the Business Combination. Even if the Extension or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cashability to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our 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”).

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax 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 itself, 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 Department”) has been given authority to provide regulations and other guidance to carry out, and to prevent the abuse or avoidance of, the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

As described under the section below entitled “The Extension Amendment Proposal — Redemption Rights”, if the deadline for us to complete a Business Combination (currently February 15, 2023) is extended, our public stockholders will have the right to require us to redeem their Public Shares. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Redemption Event may be subject to the excise tax. Whether and to what extent 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 structure of the Business Combination, (iii) 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) and (iv) the content of regulations and other guidance from the Treasury Department In addition, because the excise tax would be payable by us, and notadversely affected.

byBACKGROUND

We are a blank check company formed under the redeeming holder, the mechanics of any required paymentlaws of the excise tax have not been determined. IfState of Delaware on November 6, 2020, for the Extension is not completed by December 31, 2022, the foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in our ability to completepurpose of effecting a Business Combination.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affectOn February 15, 2022, we consummated our business,IPO of 14,375,000 Units, including our ability to negotiate and complete our initial Business Combination.

We are subject1,875,000 Units sold pursuant to the lawsfull 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 Public Share and regulations, and interpretations and applicationsone redeemable warrant (a “Public Warrant”), with each Public Warrant entitling the holder thereof to purchase one share of such laws and regulations,Class A Common Stock for $11.50 per whole share. The Units were sold at a price of national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular,$10.00 per Unit, generating gross proceeds of $143,750,000. Simultaneously with the closing of the IPO, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummationcompleted the private sale of an initial Business Combination may be contingent upon our abilityaggregate of 653,750 Private Placement Units to complythe Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $6,537,500 (the “Private Placement”). Each Private Placement Unit consists of one share of Class A Common Stock (a “Private Placement Share”) and one warrant (a “Private Placement Warrant” and together with certain laws, regulations, interpretations and applications and any postthe “-BusinessPublic Warrants Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring”, the “warrants”).

Our Trust Account

As of the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect onRecord Date, approximately $1.74 million was being held in our business, including our ability to negotiate and complete an initial Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination. The SEC has,Trust Account. Initially, these funds were invested in U.S. “government securities”, within the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial Business Combination, including the SPAC Rule Proposals described below.

The SEC has recently issued proposed rules relating to certain activitiesmeaning of SPACs (the “SPAC Rule Proposals”). CertainSection 2(a)(16) of the procedures that we, a potential Business Combination target or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial Business Combination and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

On March 30, 2022, the SEC issued the SPAC Rule Proposals relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between SPACS such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed Business Combination transactions; the potential liability of certain participants in proposed Business Combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), includingwith a proposed rule that would provide SPACs a safe harbor from treatment as anmaturity of 185 days or less or in any open-ended investment company if they satisfy certainthat holds itself out as a money market fund selected by us meeting the conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPACof Rule Proposals have not yet been adopted, \and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential Business Combination target or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including potential price appreciation of our securities.

2aIf we are deemed to be an investment company for purposes-7 of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company.

As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe

We may not be ableOn March 20, 2023, the Company, the Purchaser Representative and the Seller Representative entered into the First Amendment to complete an initialthe Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authoritiesAgreement (the “First BCA Amendment”), pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions orwhich the parties amended the Business Combinations may be subjectCombination Agreement in order to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyondextend the period of time that would permit an initialin which the Company may conduct additional due diligence on SVES (the “Due Diligence Period”) from 5:00 p.m. on March 15, 2023, to 5:00 p.m. on April 7, 2023.

On April 19, 2023, the Company, the Purchaser Representative and the Seller Representative entered into the Second Amendment to the SVES Business Combination Agreement (the “Second BCA Amendment”) pursuant to which the parties amended the SVES Business Combination Agreement in order (i) to extend the date by which the Seller Representative is required to deliver Audited Company Financials (as defined in the SVES Business Combination Agreement) to the Company from April 7, 2023 to May 1, 2023, (ii) to extend the Due Diligence Period from 5:00 p.m. on April 7, 2023 to 5:00 p.m. on May 1, 2023 and (iii) in connection with the SVES 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 consummatedspecified in the SVES Proxy Statement (as defined below) 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.

On August 11, 2023, the Company, the Purchaser Representative and the Seller Representative entered into the Third Amendment to the SVES Business Combination Agreement (the “Third BCA Amendment”), pursuant to which the parties amended the SVES 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 SVES Proxy Statement to approve an amendment to the Charter to eliminate the requirement that the Company retain at least $5,000,001 of net tangible assets following the redemption of the Public Shares in connection with us, we maythe SVES Business Combination, and to further amend the closing conditions in the SVES Business Combination Agreement, such that the Company would not be ablerequired 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 (as defined in the SVES Business Combination Agreement) to February 15, 2024.

A confidential draft of the Registration Statement on Form S-4 (the “SVES Registration Statement”) with respect to the SVES Business Combination was submitted to the SEC, for receipt by the SEC on August 14, 2023. The Registration Statement contains a proxy statement/prospectus (the “SVES Proxy Statement”) for the purpose of the Company soliciting proxies from our stockholder to approve the SVES Business Combination Agreement and related matters at a special meeting of stockholder, and providing the Public Stockholders an opportunity to redeem their Public Shares.

The above summary of the SVES Business Combination Agreement is qualified in its entirety by reference to the text of the SVES Business Combination Agreement and the agreements entered into or to be entered into in connection therewith and are further described in the Company’s Current Reports on Form 8-K filed with the SEC on December 15, 2022, May 16, 2023 and July 27, 2023, respectively. The SVES Business Combination Agreement also contains customary representations and warranties, covenants, closing conditions and other terms relating to the SVES Business Combination. Other than as specifically discussed, this Proxy Statement does not assume the closing of the SVES Business Combination.

Our Combination Period

The Company has 24 months from the closing of the IPO (until February 15, 2024), or such earlier date as determined by the Board, to consummate a Business Combination with such target.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“(the “CFIUSCombination Period”). CFIUS is an interagency committee authorizedThe Company initially had up to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate a Business Combination with potential target companies incorporated or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target.

As a result of these various restrictions, the pool of potential targets with which we could complete an initial Business Combination may be limited and we may be adversely affected in terms of competing with other SPACs that do not have similar ownership issues. Moreover, the process of government review could be lengthy. Because we have only a limited time to complete our initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.20 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Account no later than the 18-month and 21-month anniversary of its IPO for each such extension that the Company determined to implement. The Public Stockholders were not entitled to vote or (ii) redeem their shares in connection with any Funded Extension Periods. On August 7, 2023,the distributionCompany announced that it had extended the date by which it has to consummate a Business Combination from August 15, 2023 to November 15, 2023, the first of the proceedstwo 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, the second of the two Funded Extension Periods. In accordance with the Sponsor’s request and with the 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 in connection with the Funded Extension Periods.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (x) the aggregate amount then on deposit in the Trust Account, as described below.

You areincluding interest not being askedpreviously released to vote on the Business Combination at this time. IfCompany to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (y) the Extension is implemented and you do not elect to redeem yourtotal number of then outstanding Public Shares, provided that you are a stockholder onwhich redemption will completely extinguish rights of the record date for a meeting to consider the Business Combination, you will retainPublic Stockholders (including the right to vote onreceive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the Business Combination when it is submitted toapproval of the remaining stockholders and the right to redeem your Public Shares for cashBoard in accordance with applicable law, dissolve and liquidate, subject in the eventcase of clauses (ii) and (iii) to the Business Combination is approvedCompany’s obligations under the DGCL to provide for claims of creditors and completed or we have not consummated a Business Combination by the Extended Date, subject to any extensions permitted by our Charter or by a voteother requirements of our stockholders.applicable law.

THE ANNUAL MEETING

Overview

Date, Time and Place

The Annual Meeting of the stockholders will be held at 2:1:00 p.m., Eastern time on December 21, 2022 as a virtual meeting.22, 2023 at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. You will not be required to attend the Annual Meeting in person in order to vote. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast availableonline at https://www.cstproxy.com/relativityacquisition/20222023. The Meeting will be held virtually over the internet by means of a live audio webcast. Only stockholders who own shares of our common stockthe Common Stock as of the close of business on the Record Date will be entitled to attend the Annual Meeting.

To register forattend the Annual Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:the Common Stock:

•        Record Holders.    If your shares are registered in your name with our transfer agent, Continental, you may attend and you wish to attend the online-only virtual Meeting, go to https://www.cstproxy.com/relativityacquisition/2022, enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting linkvote at the topAnnual Meeting if you reserve your attendance at least two business days in advance of the page. Just prior to the startAnnual Meeting by contacting Ellenoff Grossman & Schole LLP, c/o Anthony Ain, 1345 Avenue of the Meeting you will need to log back into the Meeting site using your control number. Pre-registration is recommended but is not required in order to attend.Americas, New York, New York, 10105.

•        Beneficial Holders.    Beneficial stockholders who ownIf your shares of the Companyare held in “street name”, who wishstreet name, you are also invited to attend the online-only virtualAnnual Meeting mustif you reserve your attendance at least two business days in advance of the Annual Meeting by contacting Ellenoff Grossman & Schole LLP, c/o Anthony Ain, 1345 Avenue of the Americas, New York, New York, 10105. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a legalvalid proxy by contacting their account representative at the bank,from your broker or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only virtual Meeting. After contacting our transfer agent, Continental, a beneficial holder will receive an e-mail prior to the Meeting with a link and instructions for entering the virtual Meeting. Beneficial stockholders should contact our transfer agent by December 14, 2022 at the latest (five business days prior to the Meeting).agent.

Quorum

A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority of the voting power of our issued and outstanding common stockshares of Common Stock on the Record Date that are (i) entitled to vote at the Annual Meeting and (ii) present in person (including virtually)stockholders who vote online) or represented by proxy, constitute a quorum.“quorum”. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee), or if you vote online or at the Annual Meeting.

Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the Annual Meeting has the power to adjourn the Annual Meeting. As of the Record Date for the Annual Meeting, 9,311,2512,200,398 shares of our common stockthe Common Stock would be required to achieve a quorum.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Annual Meeting if you owned shares of our Class A common stockthe Common Stock at the close of business on the Record Date for the Annual Meeting. You will have one vote per Proposal for each share of our common stockthe Common Stock you owned at that time. Our warrants do not carry voting rights.

Required Votes

Extension AmendmentDirector Election Proposal

ApprovalThe election of the Extension Amendmentnominees in the Director Election Proposal will require the affirmative vote of holders of at least 50% of our common stock outstanding on the Record Date, including the Founder Shares. If you do not vote or you abstain from voting on the Extension Amendment Proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.

PROPOSAL ONE — THE EXTENSION AMENDMENTDIRECTOR ELECTION PROPOSAL

The Board is divided into two classes, each of which will generally serve for a term of two years with only one class of directors being elected in each year. The term of office of the Class I directors, Francis Knuettel II and Emily Paxhia, will expire at the Annual Meeting. The term of office of the Class II directors, Tarek Tabsh and John Anthony Quelch, will expire at the annual meeting of stockholders to be held in 2024.

At the Annual Meeting, two Class I directors will be elected to the Board to serve for the ensuing twoOverview-year period or until a successor is elected and qualified or their earlier resignation or removal. The Board has nominated Francis Knuettel II and Emily Paxhia for election as the Class I directors. The biographies of Francis Knuettel II and Emily Paxhia are set forth below under the section entitled “Directors, Executive Officers and Corporate Governance”.

Vote Required for Approval

The Companyelection of the foregoing Director Nominees requires the affirmative vote of a plurality of the votes cast by the Company’s stockholders represented in person (including stockholders who vote online) or by proxy at the Annual Meeting and entitled to vote thereon. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

Unless authority is proposingwithheld or the shares are subject to amend its Charter, (x) to extenda broker non-vote, the dateproxies solicited by which the Company has to consummate a Business CombinationBoard will be voted “FOR” the election of the foregoing nominees. In case any Director Nominee becomes unavailable for election to the Extended Date of August 15, 2023 soBoard, an event that is not anticipated, the persons named as proxies, or their substitutes, will have full discretion and authority to provide the Companyvote or refrain from voting in accordance with additional time to complete the Business Combination and (y) to provide for up to two additional threetheir judgment.

-month extensionsRecommendation of the timeBoard

The Board unanimously recommends that our stockholders vote “FOR” the election of the Director Nominees.

PROPOSAL TWO — THE AUDITOR RATIFICATION PROPOSAL

We are asking the stockholders to consummateratify the Audit Committee’s selection of Withum as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Withum has audited our financial statements for the fiscal year ended December 31, 2022 and the period from April 13, 2021 (inception) through December 31, 2021. A representative of Withum is not expected to be present at the Annual Meeting; however, if a Business Combination beyondrepresentative is present, they will not have the Extended Date,opportunity to make a statement if they desire to do so and are not expected to be available to respond to appropriate questions. The following is a summary of fees paid or to be paid to Withum for services rendered.

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the fiscal year ended December 31, 2022 and the period from April 13, 2021 (inception) through December 31, 2021 totaled approximately $80,000 and $29,500, respectively. The aggregate fees of Withum related to audit services in connection with our IPO totaled approximately $54,000. The above amounts include interim procedures and audit fees, as well as attendance at the Audit Committee meetings.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the fiscal year ended December 31, 2022 and the period from April 13, 2021 (inception) through December 31, 2021, we did not pay Withum any audit-related fees.

Tax Fees

Tax fees consist of fees billed for each such threeprofessional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the fiscal year ended December 31, 2022 and the period from April 13, 2021 (inception) through December 31, 2021.

-monthAll Other Fees

All other fees consist of fees billed for all other services. We did not pay Withum for any other services for the fiscal year ended December 31, 2022 and the period from April 13, 2021 (inception) through December 31, 2021.

Our Audit Committee believes that the services provided by Withum are compatible with maintaining the independence of Withum as our independent registered public accounting firm.

Pre-Approval Policy

Our Audit Committee was formed upon the consummation of our IPO. As a result, the Audit Committee may not have pre-approved extension, an aggregate amountall of $1,000 fromthe foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by the Board. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has pre-approved, and will pre-approve, all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are approved by the Audit Committee prior to the completion of the audit).

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information About Executive Officers, Directors and Nominees

As of the Record Date, our directors and executive officers are as follows:

The experience of our directors and executive officers is required in order to amend as follows:

Tarek K. Tabsh, our Charter to extend our corporate existence prior to the consummationChief Executive Officer and Chairman since inception, has over 15 years of legal, commercial cannabis experience. In 2021, Mr. Tabsh co-foundeda Business Combination. Additionally, our IPO Prospectuscannabis focused real estate investment company, Triangle 9 Real Estate, Inc., and Charter provide for all public stockholders to have an opportunity to redeem their Public Shares if our corporate existence is extendedalso co-founded and has served as a resultmember of the Extension Amendment. Because we continue to believeboard of directors of its parent holding company, Triangle 9 Inc. In 2017, Mr. Tabsh co-founded and guided the initial vision and strategy for Oxford Cannabinoid Technologies, a UK-based pharmaceutical company that a Business Combination would bedevelops therapies targeting the endocannabinoid system, in areas such as pain and cancer, in partnership with Oxford University. Mr. Tabsh was instrumental in raising an institutional round of investment from one of the largest tobacco companies in the best interestsworld. Since 2017, Mr. Tabsh serves as a founding partner of our stockholders,GT Consulting, a firm based in the UK and because we will not be able to conclude a Business Combination within the Combination Period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a Business Combination beyond February 15, 2023 to the Extended Date, subject to any extensions permitted by our Charter or by a vote of our stockholders. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approvalUnited States that advises some of the Business Combination.

We believe that the foregoing Charter provision was included to protect Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable Business Combinationmost prominent companies in the timeframe contemplated byworld on how to understand the Charter.dynamic and complex cannabis industry, and how to approach forward-looking M&A strategy, in preparation for legislative reform. In 2016, Mr. Tabsh also co-founded Province Brands, a disruptive, premium beverage technology company in Ontario, Canada, and helped create the world’s first cannabis brewery, as well as a new brewing tradition with a patented technology designed to enable the world’s first beverage fermented from the cannabis/hemp plant rather than barley or grain. Mr. Tabsh worked to develop the recipes, methods, processes and intellectual property for development.

IfFrom 2016 to 2018, Mr. Tabsh founded the Extension Amendment Proposal is Not Approved

Stockholder approvalNew Amsterdam Naturals dispensary and brand in Las Vegas, a brand that has won over 25 industry awards, including High Times’ World and U.S., and California Cannabis Cups. For all of Mr. Tabsh’s dispensary developments, he has a deep commitment to improving his community. For his efforts in revitalizing the Extension Amendment is requireddowntown district, Mr. Tabsh was awarded a Nevada State Senate Certificate of Appreciation. His dispensary facility was also showcased in the European Union Parliament as a model for the responsible retail of medical marijuana. He developed his first medical cannabis dispensaries over ten years ago in Los Angeles and successfully collaborated with government and community stakeholders to lobby for the implementation of regulatory frameworks for cannabis commerce in Los Angeles. He has also advised licensed producers and distributors of cannabinoid medicines throughout the European Union.

Mr. Tabsh has also served on the ArcView Selection Committee from 2016 to 2017 and was responsible for evaluating and selecting the companies that meet the criteria necessary for pitching to the world’s largest network of cannabis investors; as an ArcView Shark, Mr. Tabsh was responsible for providing insightful feedback and suggestions to entrepreneurs pitching a business from the ArcView stage. For his decade of experience and commitment to founding innovative cannabis startups, Mr. Tabsh was named to the High Times’ list of the Top 100 Most Influential Figures in Cannabis in both 2018 and 2019. Mr. Tabsh completed his graduate education by crafting a multidisciplinary course framework at the Harvard Business School, the Harvard School of Engineering and Applied Sciences, and the Massachusetts Institute of Technology, Sloan School of Management with an emphasis on innovation-driven entrepreneurship. Mr. Tabsh is well-qualified to serve on the Board due to his extensive experience starting and growing new companies and identifying and evaluating promising businesses.

Steven Berg, our Board’s planChief Financial Officer since January 2022, is a business leader with over 30 years’ experience spanning investment banking to extendbuilding prominent companies in the date by which we must consummate our initial Business Combination. Therefore, our Board will abandoncannabis industry. He has leveraged his background in strategy, capital raising and not implementfinance to build some of the Extension Amendment unless our stockholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposalmost successful brands in cannabis. Mr. Berg is not approvedpassionate about creating sustainable value through innovative strategy, execution via best practices, and we do not consummate the Business Combination by February 15, 2023, subject to any extensions permitted by our Charter or by a vote of our stockholders, as contemplated by our IPO Prospectus and in accordance with our Charter, we will (i) cease all operations excepthigh ethical standards for the purposebenefit of winding up, (ii)all enterprise stakeholders. From September 2021 until October 2022, Mr. Berg served as promptlythe Chief Financial Officer and Secretary and a member of the board of directors of Triangle 9 Real Estate, Inc. Mr. Berg’s key professional accomplishments have been achieved in executive roles at consumer products and

financial companies. Mr. Berg most recently was CEO of NWT Holdings, LLC (dba Firefly Vapor), from June 2017 to December 2019, a leader in cannabis vaporization technology and consumer products. After taking the helm of the innovative startup company in 2017, Mr. Berg streamlined operations and managed new product development to position for growth. To scale the brand, he then successfully negotiated and executed the acquisition of Firefly by SLANG Worldwide as reasonably possible, but not more than ten business days thereafter, redeeman integral component to SLANG’s IPO on the Public Shares, atCanadian Stock Exchange. Prior to Firefly, Mr. Berg was the CFO of NWT Holdings, Inc. (dba O.penVAPE/Organa Brands, from December 2013 to June 2016), a perColorado pioneer in cannabis vaporization and oil extraction products. In addition to managing corporate finances and strategic initiatives, he drove brand expansion into multiple new state markets through recruitment of new operational partners and structuring license agreements. Prior to O.penVAPE, Mr. Berg was a founding partner of the ArcView Group’s ArcView Investor Network (May 2011 — November 2013), the cannabis industry’s first private investor network. ArcView has raised over $300 million in funding for startup entrepreneurs, venture and growth-share-stage price, payable in cash, equal tocompanies. He conceived the aggregate amount then on depositnetwork structure, engineered initial operations, and recruited charter investor members that built the foundation for ArcView’s success. Before entering the legal cannabis arena, Mr. Berg worked as an investment banker for major financial firms. He served as a Managing Director in the Trust Account, including interest earnedCapital Markets Group at Wells Fargo Bank in San Francisco, focusing on structured and derivatives transactions in corporate finance and developing multiple new funding and risk management products. He previously was with Union Bank of Switzerland and BNP Paribas in New York, where he worked in business combinations and acquisitions, as well as in derivatives trading and risk management functions in the capital markets. Mr. Berg holds an M.B.A. from New York University Stern School of Business, and an undergraduate degree in Finance and Accounting from San Francisco State University.

John Anthony Quelch, our director since February 2022, currently serves as Leonard M. Miller Professor at the University of Miami Herbert Business School. From February 2013 until June 2017, Mr. Quelch served as the Charles Edward Wilson Professor of Business Administration at Harvard Business School and Professor of Health Policy and Management at Harvard T.H. Chan School of Public Health. From February 2011 until January 2013, Mr. Quelch served as the dean of the China Europe International Business School. From July 1998 until June 2001, Mr. Quelch served as the Dean of the London Business School. Mr. Quelch has experience serving on the funds heldBoard of Directors of various United States companies, including Aramark Corporation (NYSE: ARMK), a food service, facilities, and uniform service provider, Gentiva Health Services Inc. (NASDAQ: GTIV), a provider of home health care, hospice and related services in the Trust AccountUnited States, the Pepsi Bottling Group (now “PepsiCo, Inc.”) (NASDAQ: PEP), an American multinational food, snack and not previously releasedbeverage corporation, and Reebok International Limited (NSYE: RBK), a British-American footwear and clothing company. Mr. Quelch has also served as a board member of three pre-IPO data analytics companies, Datalogix and Vitrue (both sold to usOracle) and Affinnova (sold to pay A.C. Nielsen). Mr. Quelch is currently a director of Amerant Bancorp Inc. Mr. Quelch also served as a director of Industrial Human Capital, Inc., from October 2021 to February 2022. In 2013, Professor Quelch retired from the board of WPP, a leading marketing services company, after 25 years of service (including seven years as chair of the audit committee). In the United Kingdom, he also served on the boards of Blue Circle Industries, easyJet and Pentland Group. Mr. Quelch is currently a member of the Council on Foreign Relations, a New York-based think tank, and the American Academy of Arts and Sciences, a learned society that conducts policy studies and public policy advocacy. Mr. Quelch served as the pro bono chairman of the Massachusetts Port Authority from February 2002 until January 2011. Mr. Quelch received a Bachelor’s degree and a Master’s degree from Exeter College at Oxford University, an MBA from the Wharton School at the University of Pennsylvania, and received both a Master of Science and a Doctorate of Business Administration degree from Harvard University. Mr. Quelch is well-qualified to serve on the Board due to his extensive experience in strategic marketing and leadership roles in higher education, and his numerous directorship positions, as well as his participation in multiple nonprofit organizations.

Emily Paxhia, our taxes (less updirector since February 2022, has served as a co-founder and managing director of Poseidon Investment Management, LLC (“Poseidon”), a cannabis-focused hedge fund, since October 2013. During her time at Poseidon, Ms. Paxhia has worked with numerous cannabis companies in an advisory and investment capacity. Ms. Paxhia has served as a director of Athletes for CARE, a nonprofit organization that works with retired professional athletes to $100,000research and advocate on behalf of interest to pay dissolution expenses), divided byimportant health issues, since March 2018. Ms. Paxhia served as director and Chair of the Compensation & Governance Committee for Ascend Wellness Holdings (OTCQX: AAAWH) from September 2018 until November 2022. Ms. Paxhia also holds board seats with a number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (includingprivate portfolio companies, including: Headset (February 2016 to present) and Flowhub (January 2015 to present) and served on the rightboard of Respira Technologies (December 2017 to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders andMay 2022). Previously, Ms. Paxhia served on the Board liquidateof Directors of the Marijuana Policy Project, a nonprofit advocacy group that advocates on behalf of marijuana-related policy reform,

from May 2016 to December 2016. Ms. Paxhia received a B.A. in Psychology from Skidmore College and dissolve, subject,received an M.A. in each case,Psychology from New York University. Ms. Paxhia is well-qualified to our obligations, if any, under Delaware lawserve on the Board due to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributionsher substantial experience with respect to public and private companies.

Francis Knuettel II, our warrants,director since February 2022, currently manages Camden Capital LLC (since April 2022) where he provides fractional and interim services for other companies as a Chief Executive Officer, Chief Financial Officer and Chief Strategy Officer, among other things, including as Chief Financial Officer of OceanTech Acquisition Corp. (Nasdaq: OTEC) since March 2023, Chief Financial Officer of Semper Paratus Acquisition Corp. (Nasdaq: LGST) since May 2023 and Chief Financial Officer of Chromocell Therapeutics Corp. since June 2022 and Interim Chief Executive Officer since July 2023. Previously, Mr. Knuettel served as the Chief Executive Officer and a director of Unrivaled Brands, Inc. (OTCQX:UNRV), a vertically integrated company focused on the cannabis sector with operations in California and Nevada, from December 2020 to April 2022. Mr. Knuettel was Director of Capital and Advisory at Viridian Capital Advisors from June 2020 to January 2021, following the sale but prior to the close of the acquisition of One Cannabis Group (“OCG”), by Item 9 Labs Corp. (OTCQX: INLB). Mr. Knuettel was the Chief Financial Officer of OCG from June 2019 to January 2021. Prior to joining OCG, Mr. Knuettel was Chief Financial Officer at MJardin, a Denver-based cannabis cultivation and dispensary management company, from August 2018 to June 2019 where he led the company’s IPO on the Canadian Securities Exchange. Following the IPO, Mr. Knuettel managed MJardin’s business combination with GrowForce, a Toronto-based cannabis cultivator, after which he moved over to the Chief Strategy Officer role (January 2019 to June 2019). In his role as Chief Strategy Officer, he managed the acquisition of several private companies before recommending and executing the consolidation of management and other operations to Toronto and the closure of the executive office in Denver. From April to August 2018, Mr. Knuettel served as Chief Financial Officer of Aqua Metals, Inc. (NASDAQ: AQMS), an advanced materials firm that developed technology in battery recycling. Prior to that, from April 2014 to April, 2018, Mr. Knuettel served as Chief Financial Officer at Marathon Patent Group, Inc. (NASDAQ: MARA), a patent enforcement and licensing company. Mr. Knuettel holds numerous board positions at both public and private companies, including180 Life Sciences, an early-stage therapeutic biotech company, since July 2021, and on the Board of Directors of ECOM Medical, Inc., a developer of endotracheal patient monitoring systems, since July 2019 (where he is the chair of the company’s audit committee). Mr. Knuettel also served on the board of Murphy Canyon Acquisition Corp. (Nasdaq: MURF), a special purpose acquisition company (February 2022 to September 2023). Mr. Knuettel previously served on the Board of Directors of Sanatio BioScience Corp., an early-stage anti-viral platform, from September 2020 to September 2022 (where he was the chair of the company’s audit committee). Mr. Knuettel graduated cum laude from Tufts University with a B.A. degree in Economics and from The Wharton School of Business at the University of Pennsylvania with an MBA in Finance and Entrepreneurial Management. Mr. Knuettel is well-qualified to serve on the Board due to his experience working with and advising public and private companies on financial management and controls, M&A, capital markets transactions and operating and financial restructurings, as well as his knowledge of the cannabis industry.

To the knowledge of Management, 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.

Corporate Governance

Number and Terms of Office of Officers and Directors

We currently have four directors. The Board is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to the Annual Meeting, our first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, we were not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Francis Knuettel II and Emily Paxhia, will expire worthless if we failat the Annual Meeting. The term of office of the second class of directors, consisting of Tarek Tabsh and John Anthony Quelch, will expire at the second annual meeting of stockholders.

Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. The Board is authorized to completeappoint persons to the offices set forth in our initial Business Combinationbylaws as it deems appropriate. Our bylaws (the “Bylaws”) provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by February 15, 2023.the Board.

There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownershipCommittees of the Founder Shares orBoard

The Board has three standing committees: the Private Placement Units.

Audit Committee, a compensation committee (the “IfCompensation Committee”) and a nominating and corporate governance committee (the “Nominating Committee”). Subject to phase-in rules and a limited exception, the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, the Company will file an amendment to the Charter with the Secretaryrules of StateNasdaq and Rule 10A of the State of Delaware in the form set forth in Annex A hereto to extend the time it has to complete a Business Combination until the Extended Date and to provide for an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the Trust account for each of up to two three-month extensions of the period of time to complete a Business Combination beyond the Extended Date without stockholder approval. The Company will remain a reporting company under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and expectsa limited exception, the rules of Nasdaq require that its units, Public Sharesthe compensation committee and Public Warrantsthe nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by the Board and has the composition and responsibilities described below. The charter of each committee is available on our website www.relativityacquisitions.com.

Audit Committee

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

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

We have adopted and amended the Audit Committee charter, which details the principal functions of the Audit Committee, including:

•        the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

•        pre-approving all audit and permitted non-audit services to consummate the Business Combinationbe provided by the Extended Date, subjectindependent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

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

•        setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•        obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any extensions permittedmaterial issues raised by our Charterthe most recent internal quality-control review, or peer review, of the audit firm, or by a vote of our stockholders.

Notwithstanding stockholder approval ofany inquiry or investigation by governmental or professional authorities within the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders.

If the Extension Amendment Proposal is approved and the Board decides to implement the Extension to the Extended Date, an aggregate amount of $10,000 from the Company’s working capital as Extension Contribution shall be deposited in the Trust Account seven calendar days before February 15, 2023. The Extension Contribution will not depend on the number of Public Shares that remain outstanding after redemptions in connection with the Extension.

If the Extension Amendment Proposal is approved and if the Company determines to implement an extension of the period of time to consummate a Business Combination beyond the Extended Date (up to two such extensions, each extension for an extension period of three months), an aggregate amount of $1,000 from the Company’s working capital shall be deposited in the Trust Account no later than the 21 month and 24 month anniversary of the IPO for each such extension that the Company determines to implement.

The Extension Contribution is conditioned upon the implementation of the Extension Amendment. The Extension Contribution will not occur if the Extension Amendment is not approved or if the Extension is not completed. Our Board will have the sole discretion whether to extend for up to two additional three-month periods beyond the Extended Date and, if our Board determines not to extend forpreceding five years respecting one or more additional three-month periods beyond the Extended Date, the Three-Month Extension Contribution with respect to that three-month extension will not be made.

You are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your Public Shares for cash in the event the Business Combination is approved and completed or we have not consummated a Business Combinationindependent audits carried out by the Extended Date, subjectfirm and any steps taken to any extensions permitted by our Charter or by a vote of our stockholders.

Ifdeal with such issues and (iii) all relationships between the Extension Amendment Proposal is approved,independent registered public accounting firm and us to assess the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be significantly less than the approximately $147,498,619.73 that was in the Trust Account as of September 30, 2022.independent registered public accounting firm’s independence;

Redemption Rights•        

If the Extension Amendment Proposal is approved,reviewing and the Extension is implemented, each public stockholder may seekapproving any related party transaction required to redeem its Public Shares at a perbe disclosed pursuant to Item 404 of Regulation S-share-K price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), dividedpromulgated by the number of then outstanding Public Shares. As ofSEC prior to us entering into such transaction;

•        reviewing with Management, the Record Date, based on fundsindependent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Trust Account of approximately $147.50 million as of such date,Financial Accounting Standards Board, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.24 per share (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes). Holders of Public Shares who do not elect to redeem their Public Shares inSEC or other regulatory authorities;

connection•        to the extent that the Company’s securities continue to be listed on an exchange and subject to Rule 10D-1 under the Exchange Act, advising the Board and any other committees of the Board, with the Extension will retain the right to redeem their Public Shares in connection with any stockholder vote to approve a proposed Business Combination, orassistance of Management, if the Company has not consummatedclawback provisions are triggered based upon a Business Combination byfinancial statement restatement or other financial statement change; and

•        implementing and overseeing the Extended Date, subjectCompany’s cybersecurity and information security policies, and periodically review the policies and managing potential cybersecurity incidents.

Audit Committee Report*

The Audit Committee assists the Board with its oversight responsibilities regarding the Company’s financial reporting process. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and the reporting process, including the Company’s accounting policies, internal control over financial reporting and disclosure controls and procedures. Withum, the Company’s independent registered public accounting firm, is responsible for performing an audit of the Company’s financial statements.

We have reviewed and discussed with Withum the overall scope and plans of their audit. We met with Withum, with and without Management present, to any extensions permitted by our Charter or by a votediscuss the results of our stockholders.its examinations, its evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON DECEMBER19, 2022.

In connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on December 19, 2022 (two business days before the Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, 1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your sharesWith regard to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined basedfiscal year ended December 31, 2022, the Audit Committee (i) reviewed and discussed with Management the Company’s audited financial statements as of December 31, 2022, and for the year then ended; (ii) discussed with Withum the matters required by Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; (iii) received the written disclosures and the letter from Withum required by applicable requirements of the PCAOB regarding Withum communications with the Audit Committee regarding independence; and (iv) discussed with Withum their independence.

Based on the manner in which you hold your shares. The requirement for physical or electronic delivery priorreview and discussions described above, the Audit Committee recommended to 5:00 p.m. Eastern time on December 19, 2022 (two business days before the Meeting) ensuresBoard that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not the stockholder is a record holder or the stockholder’s shares are held in “street name”, by contacting the Company’s transfer agent oraudited financial statements be included in the stockholder’s brokerCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the SEC.

Francis Knuettel II (Chair), John Anthony Quelch and requesting deliveryEmily Paxhia

Compensation Committee

We have established a Compensation Committee. Emily Paxhia and John Anthony Quelch serve as members of the shares throughCompensation Committee. Under the DWAC system. Delivering shares physically may take significantly longer. In orderNasdaq listing standards and applicable SEC rules, we are required to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker will determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allothave at least two weeksmembers of the Compensation Committee, all of whom must be independent. Ms. Paxhia and Mr. Quelch are independent, and Ms. Paxhia chairs the Compensation Committee.

We have adopted and amended the Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

•        reviewing and approving on an annual basis the corporate goals and objectives relevant to obtain physical certificates fromour Chief Executive Officers’ compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the transfer agent.remuneration (if any) of our Chief Executive Officer based on such evaluation;

•        reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

•        reviewing on an annual basis our executive compensation policies and plans;

•        implementing and administering our incentive compensation equity-based remuneration plans;

____________

*        The Company does not have any control overinformation contained in this process, the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on December 19, 2022 (two business days before the Meeting) willAudit Committee Report shall not be redeemed for cash helddeemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the Trust Account on the redemption date. If a public stockholder tenders its shares and decides priorSEC, or subject to the vote atliabilities of Section 18 of the Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide priorExchange Act, except to the vote at the Meeting not to redeem your Public Shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determinationextent that the Extension Amendment Proposal will notCompany specifically requests that the information be approved. The Company anticipates thattreated as soliciting material or specifically incorporates it by reference into a public stockholder who tenders shares for redemption in connection withdocument filed under the vote to approveSecurities Act, or the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each Public Share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares. As of the Record Date, based on funds in the Trust Account of approximately $147.50 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.24 per share (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes). The closing price of the Company’s Class A common stock on November 29, 2022 as reported on the Nasdaq Capital Market was $10.23.Exchange Act.

If you exercise your redemption rights, you will•        assisting Management in complying with our proxy statement and annual report disclosure requirements;

•        approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•        if required, producing a report on executive compensation to be exchanging your shares ofincluded in our annual proxy statement;

•        reviewing, evaluating and recommending changes, if appropriate, to the Company’s Class A common stockremuneration for cashdirectors; and will no longer own

•        (a) Reviewing and making recommendations to the shares. You will be entitledBoard with respect to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s)revisions to the Company’s transfer agent“clawback” policy that allows the Company to recoup incentive compensation received by colleagues, and (b) reviewing and making recommendations to the Board regarding “clawbacks” of incentive compensation and determining the extent, if any, to which incentive-based compensation of the relevant colleagues should be reduced or extinguished.

Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of the Sponsor of $10,000 per month for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, has been or will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, 5:00 p.m. Eastern time on December 19, 2022 (two business days beforeor for any services they render in order to effectuate the Meeting). The Company anticipatesconsummation of an initial Business Combination. Accordingly, it is likely that a public stockholder who tenders sharesprior to the consummation of an initial Business Combination, the Compensation Committee will only be responsible for redemptionthe review and recommendation of any compensation arrangements to be entered into in connection with such initial Business Combination.

The Compensation Committee charter also provides that the vote to approveCompensation Committee may, in its sole discretion, retain or obtain the Extension Amendment Proposal would receive paymentadvice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the redemption price forwork of any such shares soon afteradviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the completionCompensation Committee will consider the independence of the Extension.

Vote Required for Approval

The affirmative vote by holders of at least 50% of the Company’s outstanding shares of common stock,each such adviser, including the Founder Shares, is required to approve the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented and, if the Business Combination has not been consummated, subject to any extensions permitted by our Charter or by a vote of our stockholders, the Company will befactors required by its Charter to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholdersNasdaq and the Board, liquidate and dissolve, subject, in each case, to our obligations, if any, under Delaware law to provide for claims of creditors and the requirements of other applicable law. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to amend our Charter to extend the date by which we must consummateSEC.

After our initial Business Combination, members of Management who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the Extended Dateextent then known, in the proxy solicitation materials furnished to our stockholders, such as the SVES Proxy Statement. However, the amount of August 15, 2023 andsuch compensation may not be known at the time of the stockholder meeting held to provide forconsider an initial Business Combination, such as the SVES Business Combination, as it is up to two additional three-month extensionsthe directors of the deadlinepost-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.

Nominating and Corporate Governance Committee

We have established a Nominating Committee. Francis Knuettel II and John Anthony Quelch serve as members of the Nominating Committee. Mr. Knuettel and Mr. Quelch are independent, and Mr. Knuettel chairs the Nominating Committee. We have adopted the Nominating Committee charter, which details the principal functions of the Nominating Committee, including recommending to the Board candidates for consummating anomination for election at the annual meetings of the stockholders, such as the Annual Meeting. Prior to our initial Business Combination, beyond the Extended Date, provided that, for each such three month extension, an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the Trust Account, without stockholder approval. Therefore, our Board will abandonalso consider director candidates recommended for nomination by holders of our Founder Shares (as defined in the section entitled “Certain Relationships and not implementRelated Party Transactions”) during such amendment unlesstimes as they are seeking proposed nominees to stand for election at an annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our Nominating Committee will also consider director candidates recommended for nomination by our stockholders approvein accordance with the Extension Amendment Proposal. Notwithstanding stockholder approvalNominating Committee charter and the Bylaws. Candidates will be reviewed in the context of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

The Sponsor and all of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favorthen current composition of the Extension Amendment Proposal. OnBoard, the Record Date, the Sponsor and our directors and executive officersoperating requirements of the Company and their affiliates beneficially owned and were entitled to vote an aggregate of 3,687,656 sharesthe long-term interests of our common stock, representing approximately 20.52%stockholders.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board considers educational background, diversity of the Company’s issued and outstanding shares of common stock. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.

Interests of the Sponsor, Directors and Officers

When you consider the recommendationprofessional experience, knowledge of our Board, you should keep in mind thatbusiness, integrity, professional reputation, independence, wisdom and the Sponsor, executive officers and membersability to represent the best interests of our Board have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•        the fact that the Sponsor holds 3,033,906 Founder Shares and 653,750 Private Placement Units, all such securities beneficially owned by our Chief Executive Officer and Chairman, all of which would have a minimal value if a Business Combination is not consummated and the Company is liquidated;

•        the fact that, unless the Company consummates the Business Combination, the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by it on behalf of the Company ($5,059 of such expenses were incurred that had not been reimbursed as of September 30, 2022) to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;stockholders.

•        Committee Meetings and Attendance

During the factfiscal year ended December 31, 2022, there were 7 regularly scheduled or special meetings of the Board and the Board acted by unanimous written consent in lieu of a meeting 4 times.

During the fiscal year ended December 31, 2022, there were 5 regularly scheduled or special meetings of the Audit Committee and the Audit Committee did not act by unanimous written consent in lieu of a meeting.

During the fiscal year ended December 31, 2022, there were no regularly scheduled or special meetings of the Compensation Committee and the Compensation Committee did not act by unanimous written consent in lieu of a meeting.

During the fiscal year ended December 31, 2022, there were no regularly scheduled or special meetings of the Nominating Committee and the Nominating Committee did not act by unanimous written consent in lieu of a meeting.

We encourage all of our directors to attend our annual meetings of stockholders. The Annual Meeting will be the first annual meeting of stockholders of the Company.

Director Independence

Nasdaq listing standards require that ifa majority of the Trust AccountBoard be independent. An “independent director” is liquidated, includingdefined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the event weopinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that John Anthony Quelch, Emily Paxhia and Francis Knuettel II are unable to complete an initial Business Combination within the Combination Period, the Sponsor has agreed to be liable to us to ensure that the proceeds“independent directors” as defined in the Trust AccountNasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are not reduced below $10.20 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of anypresent.

Executive Officer and all rights to seek access to the Trust Account;Director Compensation

•        the fact thatOther than disclosed herein, none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to continue to serve as directors at least through the date of the meeting to vote on a proposed Business Combination and may even continue to serve following any potential Business Combination and receive compensation thereafter; and

•        the fact that the Company has entered into an administrative services agreement on the effective date of the IPO Registration Statement pursuant to which the Company willus. We pay an affiliate of the Sponsor a total of $10,000 per month for upoffice space, utilities and secretarial and administrative support. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, has been or will be paid by us to 18 months,the Sponsor, officers and directors, or any affiliate of the Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial Business Combination (regardless of the type of transaction that it is). However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit Committee reviews on a quarterly basis all payments that were made to the Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly Audit Committee review of such payments, we have not had and do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.

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

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On May 28, 2021, the Sponsor purchased 3,750,000 shares of the Company’s Class B Common Stock for an aggregate purchase price of $25,000 (the “Founder Shares”). On December 14, 2021, the Sponsor returned to us, at no cost, an aggregate of 511,250 Founder Shares, which we cancelled, resulting in an aggregate of 3,238,750 Founder Shares outstanding and held by the Sponsor. On December 14, 2021, we issued 355,000 Founder Shares to A.G.P./Alliance Global Partners, representative of the underwriter in the IPO (“A.G.P.”). On January 12, 2022, the Sponsor transferred 176,094 Founder Shares to George Syllantavos, and 28,750 Founder Shares to Anastasios Chrysostomidis. The total number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the IPO (not including the Private Placement Shares). The Founder Shares (including the Class A Common Stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

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

On February 27, 2023, we 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 Founder Shares, upon the conversion of an equal number of shares of Class B Common Stock (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 conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Prospectus. Following the Founder Share 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 that are part of Private Placement Units, which units were acquired by the Sponsor in the Private Placement.

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

We pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’sour initial Business Combination or itsour liquidation, the Companywe will cease paying these monthly fees. For the three and nine monthsyear ended September 30,December 31, 2022, the Company incurred $30,000 and $75,000paid $105,000 of administrative service fees. For the period from April 13, 2021 (inception) through December 31, 2021, no administrative service fees respectively, $30,000were incurred.

Other than the foregoing, no compensation of which were paid.

The Board’s Reasons forany kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, has been or will be paid by us to the Extension Amendment ProposalSponsor, officers and Its Recommendation

As discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interestsdirectors, or any affiliate of the Company and its stockholders. Our Board has approved and declared advisableSponsor or officers, prior to, or in connection with any services rendered in order to effectuate the adoptionconsummation of an initial Business Combination (regardless of the Extension Amendment Proposaltype of transaction that it is). However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and recommendsperforming due diligence on suitable Business Combinations. Our Audit Committee reviews on a quarterly basis all payments that you vote “FOR”were made to the Sponsor, officers, directors or our or their affiliates and determines which expenses and the amount of expenses that are reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such proposal.persons in connection with activities on our behalf.

Our Charter provides thatPrior to the Company has until February 15, 2023, subject to any extensions permitted by our Charter or by a vote of our stockholders, to complete the purposesclosing of the Company including, but not limitedIPO, the Sponsor agreed to effecting a Business Combination under its terms. In the event that it has not consummated a Business Combination by such date, upon the Sponsor’s request, the Company may extend the period of time to consummate a Business Combinationloan us up to two times without stockholder approval, each$300,000 to be used for an additional three months, for an aggregatea portion of six additional months, provided that the Sponsor (or its affiliates or permitted designees) deposits intoexpenses of the Trust Account $1,437,500 for each such extension in exchange forIPO under a promissory note (the “IPO Promissory Note”). This loan was non-interest bearing, unsecured promissory note payable upon consummationand was due at the earlier of a Business Combination. The Extension Amendment proposal would extendMarch 31, 2022 or the deadline for effecting a Business Combination to the Extended Date of August 15, 2023 and would reduce the deposit amount from $1,437,500 to $1,000 for each of up to two three-month extensions beyond the Extended Date.

Our Charter states that if the Company’s stockholders approve an amendment to the Company’s Charter that would affect the substance or timingclosing of the Company’s obligation to redeem 100% of the Company’s Public Shares if it does not complete a Business Combination before February 15, 2023, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of thenIPO. The outstanding Public Shares. We believe that this Charter provision was included to protect the Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable Business Combination in the timeframe contemplated by the Charter.

In addition,balance under the IPO ProspectusPromissory Note of $208,563 was paid in full and Charter provide thatas a result, the affirmative vote of the holders of at least 50% of all outstanding shares of common stock, including the Founder Shares,credit facility is required to extend our corporate existence, except in connection with, and effective upon the consummation of, a Business Combination. Because we continue to believe that a Business Combination would be in the best interests of our stockholders and because we will not be able to conclude a Business Combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a Business Combination beyond February 15, 2023 to the Extended Date. In addition, the Board believes that providing for an aggregate amount of $1,000 from the Company’s

On August 10, 2023, we issued a promissory note (the “UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSSVES Promissory Note”) to SVES LLC under which SVES LLC agreed to extend us $300,000 for working capital purposes. The SVES Promissory Note is non-interest bearing and payable on the Closing. In the event the SVES Business Combination is not consummated, the SVES Promissory Note shall be null and void and we shall not have any obligation to the payee. As of November 19, 2023, SVES LLC funded approximately $16,000 under the SVES Promissory Note.

The following discussion is a summaryIn addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain United States federal income tax considerations for holders of our Class A common stockofficers and directors may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. 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 (or extension loans) by the Sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. At December 31, 2022 and 2021, no such Working Capital Loans were outstanding.

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

We have entered into a registration rights agreement with respect to the Private Placement Units and the shares of Class A Common Stock and warrants included therein, as well as the shares of Class A Common Stock issuable upon exercise or conversion or exercise of redemption rightsthe foregoing warrants, and upon conversion of the Founder Shares.

Policy for Approval of Related Party Transactions

Our Code of Conduct and Ethics (the “Code of Ethics”) requires us to avoid, wherever possible, all related party transactions that could result in connection withactual or potential conflicts of interests, except under guidelines approved by the Board (or the Audit Committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will exceed $120,000, (2) we was or will be a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of Common Stock, (c) immediate family member, of the persons referred to in clauses (a) and (b), or (d) entity in which any of the persons referred to in clauses (a), (b) and (c) is employed or is a partner or principal or in which that person has a 10% or greater beneficial ownership interest, has or will have a direct or indirect material interest. A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related- party transactions to the extent we enter into such transactions. The Audit Committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the Extension Amendment Proposal. This summary is based uponAudit Committee with all material information concerning the Internal Revenue Codetransaction. We also require each of 1986, as amended (the “Code”),our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the regulations promulgated byindependence of a director or presents a conflict of interest on the Treasury Department, current administrative interpretations and practices of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below.

This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors (i) subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private foundations)), (ii) that will hold Class A common stock as part of a “straddle”, “hedge”, “conversion”, “synthetic security”, “constructive ownership transaction”, “constructive sale”,director, employee or other integrated transaction for United States federal income tax purposes, (iii) subject to the applicable financial statement accounting rules of Section 451(b) of the Code, (iv) subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, (v) that actually or constructively own five percent or more of the Class A common stock of the Company, and (vi) that are Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our Class A common stock as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A common stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to U.S. Holders of the Company’s Class A common stock that elect to have their Class A common stock of the Company redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its Class A common stock of the Company and is:

•        an individual who is a United States citizen or resident of the United States;

•        a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•        an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

•        a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable the Treasury Department regulations to be treated as a United States person.officer.

RedemptionTo further minimize conflicts of Class A Common Stock

In the eventinterest, we have agreed not to consummate an initial Business Combination with an entity that a U.S. Holder’s Class A common stock of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A common stock under Section 302 of the Code. Whether the redemption qualifies for sale treatment will depend largely on the total number of shares of the Company’s stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of the Company’s shares both before and after the redemption. The redemption of Class A common stock generally will be treated as a sale of the Class A common stock (rather than as a distribution) if the redemption (i) is “substantially disproportionate”affiliated with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied,Sponsor, officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, butBusiness Combination is fair to our unaffiliated stockholders from a financial point of view. We will also shares of the Company’s stock that are constructively owned by it. A U.S. Holder may constructively own, in additionneed to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A common stock that could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of the Company’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Class A common stock must, among other requirements, be less than 80% of the Company’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete terminationobtain approval of a U.S. Holder’s interest if either (i) allmajority of our disinterested, independent directors.

Our Audit Committee has not identified any related party transactions since January 1, 2022 where the sharesCode of Ethics was not reviewed, approved or ratified, or where the Company’s stock actually and constructively owned by the U.S. Holder are redeemed or (ii) allCode of the shares of the Company’s stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder doesEthics was not constructively own any other stock. The redemption of the Class A common stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in the Company. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in the Company will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction”.

If none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described in the subsection below entitled “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions”.

U.S. Holders of the Company’s Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale

If the redemption qualifies as a sale of Class A common stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A common stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the amount of cash received in such redemption (or, if the Class A common stock is held as part of a unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A common stock based upon the then fair market values of the Class A common stock and the three-quarters of one warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its Class A common stock so redeemed. A U.S. Holder’s adjusted tax basis in its Class A common stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of Class A common stock or the U.S. Holder’s initial basis for Class A common stock received upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.followed.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of our common stockthe Common Stock as of the Record Date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock,the Common Stock by:

•        each person known by us to be the beneficial owner of 5% or more than 5% of our outstanding shares of common stock;Common Stock;

•        each of our executive officers and directors that beneficially owns shares of our common stock;directors; and

•        all our executive officers and directors as a group.

In the table below, percentage ownership is based on 18,622,5004,400,795 shares of our common stock,the Common Stock, consisting of (i) 15,028,7504,400,794 shares of our Class A common stockCommon Stock and (ii) 3,593,750 sharesone share of our Class B common stock,Common Stock, issued and outstanding as of the Record Date. On all matters to be voted upon, except for the election of directors of the board, holders of the shares of Class A common stockCommon Stock and shares of Class B common stockCommon Stock vote together as a single class. Currently, all of the sharesone outstanding share of Class B common stock areCommon Stock is convertible into Class A common stockCommon Stock on a one-for-one basis, subject to adjustment as set forth therein.basis.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stockCommon Stock beneficially owned by them. Unless otherwise indicated, the address for eachThe following table does not reflect record or beneficial ownership of the below individuals and entities is c/o Relativity Acquisition Corp., 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, Nevada 89169.Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this Proxy Statement.

____________

(1)      Unless otherwise noted, the business address of each of the following entities or individuals is c/o Relativity Acquisition Corp., c/o 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169.

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

(3)      Consists ofBased on a Schedule 13A filed with the SEC on March 31, 2023 by (i) A.G.P./Alliance Global Partners, LLC (“AGP”), (ii) Alliance Global Holdings, Inc., (“AGP Holdings”), (iii) David Bocchi Family Trust (the “Bocchi Trust”), (iv) David A. Bocchi (“Mr. Bocchi”), (v) Raffaele Gambardella (“Mr. Gambardella”) and (vi) Phillip W. Michals (“Mr. Michaels”, collectively, with AGP, AGP Holdings, the Bocchi Trust, Mr. Bocchi and Mr. Gambardella, the “AGP Parties”). AGP directly beneficially owns 355,000 shares of Class B common stock beneficially ownedA Common Stock, which were issued by A.G.P. Individuals who have shared voting and investor control over these shares are Raffaele Gambardella, A.G.P.’s Chief Operating Officer/Chief Risk Officer, Craig E. Klein, A.G.P.’s Chief Financial Officer/Principal Financial Officer, Phillip W. Michals, A.G.P.’s Chief Executivethe Company

Officer, John J. Venezia, A.G.P.’s Chief Compliance Officeron February 27, 2023, upon conversion of an equal number of shares of Class B Common Stock in the Founder Share Conversion. As the holding company of AGP, AGP Holdings may beneficially own such shares of Class A Common Stock. Based on their ownership of AGP Holdings., the Bocchi Trust, Mr. Bocchi, Mr. Gambardella and David A. Bocchi, TrusteeMr. Michals may beneficially own such shares of Class A Common Stock . The principal business address for each of the David Bocchi Family Trust, whichAGP Parties is an indirect owner of A.G.P., each of whom disclaims any beneficial ownership of such shares except to the extent of his pecuniary interest.
88 Post Road West, 2nd Floor, Westport, Connecticut 06880.

(4)      Does not include any shares of the Common Stock held by ourthe Sponsor. This individual is a member of ourthe Sponsor but does not have voting or dispositive control over the shares held by ourthe Sponsor.

(5)      As reported in the Schedule 13G filed on February 14, 2022, Space Summit Capital LLC acquired 670,000 shares of Class A common stock. The business address is 15455 Albright Street, Pacific Palisades, CA 90272.

(6)      According to a Schedule 13G filed on February 15, 2022, MMCAP International Inc. SPC (“MMCAP”) and MM Asset Management Inc. (“MMAM”) acquired 670,000 shares of Class A common stock. The business address of MMCAP is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The business address of MMAM is 161 Bay Street, TD Canada Trust Tower Ste 2240, Toronto, ON M5J 2S1 Canada.

(7)      According to a Schedule 13G filed on February 16, 2022, The K2 Principal Fund, L.P. (the “Fund”), K2 Genpar 2017 Inc. (“Genpar 2017”), Shawn Kimel Investments, Inc. (“SKI”) and K2 & Associates Investment Management Inc. (“K2 & Associates”) acquired 670,000 shares of Class A common stock. Daniel Gosselin is the Vice President of SKI and President of K2 & Associates. K2 & Associates is a direct 66.5% owned subsidiary of SKI. The business address of the reporting persons is 2 Bloor St West, Suite 801, Toronto, Ontario, M4W 3E2.

(8)      According to a Schedule 13G filed on May 13, 2022, Saba Capital Management, L.P. (“Saba Capital”), Boaz R. Weinstein and Saba Capital Management GP, LLC (“Saba GP”) acquired 910,001 shares of Class A common stock. The business address of the reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

Changes in Control

None. For more information on the SVES Business Combination, please see the section entitled “Background.”

(c) In the event that the Corporation has not consummated an initial Business Combination within 18 months from the date of the closing of the Offering, upon the Sponsor’s request, the Corporation may extend the period of time to consummate a Business Combination up to two times without stockholder approval, each for an additional three months, for an aggregate of 6 additional months, provided that (i) an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the Trust Account for each such extension that the Company determines to implement and will be used to fund the redemption of the Offering Shares in accordance with Section 9.2. and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with.PROXY CARD