Relativity Acquisition Corp. *

Relativity Acquisition Corp. *

Jan 13, 2022 by Anthony Sozzi

LETTER OF INTENT – 7/11/24 – LINK

  • The SPAC announced that it entered into a letter of intent with Mazaii Corp, which has an initial enterprise value of $500 million.
    • The transaction is anticipated to be finalized in the second half of this year.

The below-announced combination was terminated on 5/14/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: SVES LLC [Terminated]

ENTERPRISE VALUE: $707.25 million
ANTICIPATED SYMBOL: SVES

Relatively Acquisition Corp proposes to combine with SVES LLC an Off-price Apparel distribution company based in Florida.

Founded in 2017, SVES provides full-price retail fashion brands an efficient and effective way to monetize overstocked items. SVES’ business model includes a deep, two-sided buyer-seller network built up through longstanding industry relationships and sorting capabilities that drive customer service and operational efficiency. SVES’ customer base includes a number of leading off-price retailers in the United States and abroad, supported by multiple warehousing locations in the US and Europe.


EXTENSION – 2/20/24 – LINK

  • The SPAC approved the extension from February 15, 2024 to February 15, 2024.
    • 90,054 shares were redeemed for $11.32 per share.
    • $0.056/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 8/14/23 – LINK

  • Third Amendment to the Bussiness combination agreement
    • (i) Extend Due Diligence Period, SVES disclosure delivery to Aug 31, 2023
    • (ii) Propose charter amendment in Proxy to remove $5,000,001 net tangible asset requirement post-public share redemption, adjust Closing condition accordingly
    • (iii) Extend Closing conditions to Feb 15, 2024.

SUBSEQUENT EVENT – 4/25/23 – LINK

  • On April 19, 2023, Relativity, the Purchaser Representative and the Seller Representative entered into the Second Amendment to the Business Combination Agreement, pursuant to which the parties amended the Business Combination Agreement in order to extend the Due Diligence Period from 5:00 pm on April 7, 2023 to 5:00 pm on May 1, 2023.

SUBSEQUENT EVENT – 3/23/23 – LINK

  • On March 20, 2023, Relativity, the Purchaser Representative and the Seller Representative entered into the First Amendment to the Business Combination Agreement, pursuant to which the parties amended the Business Combination Agreement in order to extend the Due Diligence Period from 5:00 pm on March 15, 2023 to 5:00 pm on April 7, 2023.

TRANSACTION

  • The transaction is valued at an estimated pro-forma enterprise value of approximately $707.25 million.
    • The Merger Sub will merge with and into Relativity, with Relativity surviving the merger as a wholly-owned subsidiary of Pubco, and
    • Each Seller shall contribute all of its ownership interests in each Operating Company to Pubco in exchange for aggregate consideration in the amount of $632,000,000 (the “Contribution Consideration”), to be paid in the common stock of Pubco valued at $10.00 per share of common stock.
  • The transaction is expected to close in Q3 2023 and is subject to approval by Relativity’s stockholders and other customary closing conditions.

SPAC FUNDING

  • No additional funding at this time.

EARNOUT

  • No earnout listed

LOCK-UP

  • Documents have not been filed at this time.

NOTABLE CONDITIONS TO CLOSING

  • The Sellers having delivered the audited financial statements of the Operating Companies as of and for the years ended December 31, 2021 and 2022
  • Upon the Closing, after giving effect to the Redemption, certain contracts entered into by any of the Operating Companies and their respective direct and indirect Subsidiaries (each, a “Target Company”) evidencing any indebtedness (the “TC Line of Credit”), and any Transaction Financing, Relativity having net tangible assets of at least $5,000,001

NOTABLE CONDITIONS TO TERMINATION [Amended]

  • By either Relativity or the Seller Representative if any of the conditions to Closing have not been satisfied or waived by August 15, 2023 (the “Outside Date”),
    • provided, that if Sellers do not deliver the audited SVES financial statements on or before April 7, 2023, the Outside Date will be automatically extended by one day for each day that such SVES financial statements have not been delivered after April 7, 2023
  • On 2/20/24, the Outside Date was extended to November 14, 2024 – Link

ADVISORS

  • A.G.P./Alliance Global Partners is serving as financial advisor to Relativity.
  • Ellenoff Grossman & Schole LLP is serving as legal advisor to Relativity.
  • McCarter & English, LLP is serving as legal advisor to SVES.

EXTENSION – 12/28/22 – LINK

  • The Company’s stockholders approved the Charter Amendment:
    • (i) extending the date by which the Company has to consummate an initial business combination from February 15, 2023 to August 15, 2023, or such earlier date as determined by the Board; and
    • (ii) providing for up to two additional three-month extensions for the period of time to consummate an initial business combination beyond August 15, 2023, 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, without stockholder approval.
  • Stockholders holding 14,221,705 shares of Class A common stock exercised their right to redeem such shares for a pro-rata portion of the funds in the Company’s Trust Account.
  • As a result, approximately $146 million (approximately $10.29 per Public Share) will be removed from the Trust Account to pay such holders and approximately $1.6 million will remain in the Trust Account.
  • Following redemptions, the Company will have 153,295 Public Shares outstanding.
  • As a result of stockholder approval of the Charter Amendment and the Company’s implementation thereof, 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.

MANAGEMENT & BOARD


Executive Officers

Tarek Tabsh, 36
Chief Executive Officer and Director

He has over 15 years of legal, commercial cannabis experience. In 2017, Mr. Tabsh co-founded and guided the initial vision and strategy for Oxford Cannabinoid Technologies, a UK-based pharmaceutical company that develops 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 world. Since 2017, Mr. Tabsh serves as a founding partner of GT Consulting, a firm based in the UK and United States that advises some of the most prominent companies in the world on how to understand the 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. From 2016 to 2018, Mr. Tabsh founded the New 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 downtown 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.


Steven Berg, 57
Chief Financial Officer

He is a business leader with over 30 years’ experience spanning investment banking to building prominent companies in the cannabis industry. He has leveraged his background in strategy, capital raising and finance to build some of the most successful brands in cannabis. Mr. Berg is passionate about creating sustainable value through innovative strategy, execution via best practices, and high ethical standards for the benefit of all enterprise stakeholders. Since September 2021, Mr. Berg has served as the Chief Financial Officer and Secretary and a member of the board of directors of Triangle 9 Real Estate, Inc. Mr. Berg’s key professional accomplishments have been achieved in executive 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 an integral component to SLANG’s IPO on the Canadian Stock Exchange. Prior to Firefly, Mr. Berg was the CFO of NWT Holdings, Inc. (dba O.penVAPE/Organa Brands, from December 2013 to June 2016), a Colorado 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-stage companies. He conceived the network structure, engineered initial operations, and recruited charter investor members that built the foundation for ArcView’s success. Before entering the legal cannabis arena, Mr. Berg worked as an investment banker for major financial firms. He served as a Managing Director in the Capital Markets Group at Wells Fargo Bank in San Francisco, focusing on structured and derivatives transactions in corporate finance and developing multiple new funding and risk management products. He previously was with Union Bank of Switzerland and BNP Paribas in New York, where he worked in mergers 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.


 

Board of Directors

John Anthony Quelch, 70 [Resigned]
Director

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 Board 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 United States, the Pepsi Bottling Group (now “PepsiCo, Inc.”) (NASDAQ: PEP), an American multinational food, snack and beverage 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 Oracle) and Affinnova (sold to A.C. Nielsen). Since October 2021, Mr. Quelch serves as a board member of Industrial Human Capital, Inc. He is also a director nominee for three special purpose acquisition companies, TechStackery, Inc., Vital Human Capital, Inc. and Firemark Global Capital, Inc. In 2013, Professor Quelch retired from the board of WPP, the world’s 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, the Trilateral Commission, a non-governmental and nonpartisan think tank whose purpose is to foster close cooperation between Japan, Western Europe and North America, 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 (“SM”) and a Doctorate of Business Administration degree from Harvard University. Mr. Quelch is well-qualified to serve on our board of directors 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, 41
Director

She 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 research and advocate on behalf of important health issues, since March 2018. Ms. Paxhia currently serves as director and Chair of the Compensation & Governance Committee for Ascend Wellness Holdings. She holds board seats with some private portfolio companies including: Headset, Flowhub, and Respira Technologies. Previously, Ms. Paxhia served on the Board of 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 received an M.A. in Psychology from New York University. Ms. Paxhia is well-qualified to serve on our board of directors because of her substantial experience in the cannabis industry, as well as her significant involvement in the nonprofit space.


Francis Knuettel II, 55
Director

He currently serves as Chief Executive Officer and on the board of Unrivaled Brands, Inc. since December 2020 (OTCQX: UNRV). In addition, he is a director nominee for another special purpose acquisition company, Murphy Canyon Acquisition Corp. Mr. Knuettel was formerly a Restructuring Advisory Consultant at Viridian Capital Advisors from May 2020 to November 2020. Mr. Knuettel joined Viridian while at One Cannabis Group (“OCG”) where Mr. Knuettel was the Chief Financial Officer from June 2019 to January 2021 and was integral to the sale of the company to Item 9 Labs Corp. (OTCQX: INLB). Prior to OCG, Mr. Knuettel was CFO 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 merger with GrowForce, a Toronto-based cannabis cultivator, after which he moved over to the Chief Strategy Role. In his role as CSO, 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. Prior to MJardin, Mr. Knuettel held numerous CFO and CEO positions at early-stage and NASDAQ-listed companies where he had significant experience both building and restructuring businesses. Mr. Knuettel serves on several corporate boards, including on the Board of Directors of 180 Life Sciences, an early-stage therapeutic biotech company, since July 2021, on the Board of Directors of Sanatio BioScience Corp., an early-stage anti-viral platform, since September 2020 (where he is the chair of the company’s audit committee) 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 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 our board of directors due to his experience in 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.