ACQC Amends 10-Q for Certification Error Amid Widening Losses

Ticker: ACQC · Form: 10-Q/A · Filed: Aug 29, 2025 · CIK: 1860484

Sentiment: bearish

Topics: SPAC, 10-Q/A Amendment, Net Loss, Accumulated Deficit, Business Combination Extension, Financial Reporting, Regulatory Compliance

Related Tickers: ACQC

TL;DR

**ACQC is a burning SPAC, with widening losses and another extension, signaling a tough road ahead for a deal.**

AI Summary

Relativity Acquisition Corp. (ACQC) filed a 10-Q/A on August 29, 2025, solely to correct an inadvertent omission in officer certifications regarding internal control over financial reporting, as required by Item 601(b)(31)(i) of Regulation S-K. The filing explicitly states that it does not modify or update financial statements or other disclosures from the original Form 10-Q filed on August 13, 2025. For the six months ended June 30, 2025, ACQC reported a net loss of $595,066, a significant increase from the net loss of $439,194 for the same period in 2024. General and administrative expenses decreased to $484,861 in 2025 from $526,792 in 2024 for the six-month period. The company's total assets slightly decreased to $802,316 as of June 30, 2025, from $803,544 at December 31, 2024, while total liabilities increased to $3,269,604 from $2,666,407 over the same period. Cash held in the Trust Account increased to $782,875 from $769,267. The accumulated deficit widened to $3,166,489 by June 30, 2025, from $2,542,359 at December 31, 2024, reflecting ongoing operational losses. The company also extended its business combination deadline to February 15, 2026, via the Third Extension Promissory Note with SVES LLC for up to $42,498.

Why It Matters

This 10-Q/A is a technical correction, but the underlying financial data from the original 10-Q, which remains unchanged, reveals a SPAC struggling with increasing losses and a widening accumulated deficit. For investors, the growing net loss of $595,066 for the six months ended June 30, 2025, compared to $439,194 in 2024, signals continued burn rate without a clear path to a business combination. The extension of the business combination deadline to February 15, 2026, through the Third Extension Promissory Note, indicates ongoing challenges in identifying and closing a suitable target, potentially eroding investor confidence and increasing competitive pressure from other SPACs vying for attractive private companies.

Risk Assessment

Risk Level: high — The risk level is high due to the significant and increasing net loss of $595,066 for the six months ended June 30, 2025, compared to $439,194 in the prior year, coupled with a widening accumulated deficit of $3,166,489. The company's reliance on extensions, such as the Third Extension Promissory Note for up to $42,498 from SVES LLC, to prolong its search for a business combination, highlights its precarious operational status and potential for further shareholder dilution or liquidation.

Analyst Insight

Investors should exercise extreme caution and consider divesting, as ACQC's widening losses and repeated extensions suggest a high probability of value erosion. The lack of a definitive business combination and increasing liabilities make it a speculative holding with significant downside risk.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$802,316
total Debt
$3,269,604
net Income
-$595,066
eps
N/A
gross Margin
N/A
cash Position
$6,255
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

Why did Relativity Acquisition Corp. file a 10-Q/A?

Relativity Acquisition Corp. filed a 10-Q/A solely to amend and restate the certifications by its principal executive officer and principal accounting and financial officer, specifically to correct an inadvertent omission of language regarding internal control over financial reporting required by Item 601(b)(31)(i) of Regulation S-K.

What was Relativity Acquisition Corp.'s net loss for the first six months of 2025?

Relativity Acquisition Corp. reported a net loss of $595,066 for the six months ended June 30, 2025. This represents an increase from the net loss of $439,194 reported for the same period in 2024.

Did the 10-Q/A change Relativity Acquisition Corp.'s financial statements?

No, the 10-Q/A explicitly states that it does not reflect subsequent events or modify or update the financial statements or any other items or disclosures made in the original Form 10-Q filed on August 13, 2025, other than the corrected certifications.

What is Relativity Acquisition Corp.'s accumulated deficit as of June 30, 2025?

As of June 30, 2025, Relativity Acquisition Corp.'s accumulated deficit was $3,166,489. This is a significant increase from the $2,542,359 accumulated deficit reported as of December 31, 2024.

When is Relativity Acquisition Corp.'s new deadline to complete a business combination?

Relativity Acquisition Corp.'s new deadline to consummate an initial Business Combination is February 15, 2026. This extension was approved by stockholders at the 2025 Special Meeting and is supported by the Third Extension Promissory Note.

How much cash did Relativity Acquisition Corp. hold in its Trust Account as of June 30, 2025?

As of June 30, 2025, Relativity Acquisition Corp. held $782,875 in its Trust Account. This is an increase from $769,267 held as of December 31, 2024.

What were Relativity Acquisition Corp.'s total liabilities as of June 30, 2025?

Relativity Acquisition Corp.'s total liabilities as of June 30, 2025, were $3,269,604. This represents an increase from $2,666,407 as of December 31, 2024.

Who provided the funding for Relativity Acquisition Corp.'s Third Extension?

The funding for Relativity Acquisition Corp.'s Third Extension was provided by SVES LLC, through an unsecured promissory note in the aggregate principal amount of up to $42,498, issued on February 13, 2025.

What was the change in fair value of warrant liabilities for Relativity Acquisition Corp. in the first half of 2025?

For the six months ended June 30, 2025, Relativity Acquisition Corp. reported a negative change in the fair value of warrant liabilities of $134,507. This contrasts with a positive change (gain) of $19,162 for the same period in 2024.

How many shares of Class A Common Stock were outstanding for Relativity Acquisition Corp. as of August 29, 2025?

As of August 29, 2025, there were 4,309,987 shares of Class A Common Stock, par value $0.0001 per share, of Relativity Acquisition Corp. issued and outstanding.

Risk Factors

Industry Context

Relativity Acquisition Corp. operates as a Special Purpose Acquisition Company (SPAC). The SPAC market is characterized by its reliance on identifying and completing a suitable business combination within a specified timeframe. The industry faces regulatory scrutiny and investor pressure to demonstrate value creation post-combination. Recent trends include increased focus on target company quality and post-merger integration success.

Regulatory Implications

The filing of a 10-Q/A solely for an officer certification omission highlights the importance of accurate and complete SEC filings. While this specific amendment did not alter financial data, it underscores the need for robust internal controls over financial reporting to avoid potential future compliance issues and investor concerns.

What Investors Should Do

  1. Monitor Business Combination Progress
  2. Assess Financial Stability
  3. Review Trust Account Dynamics

Key Dates

Glossary

Accumulated Deficit
The cumulative net losses of a company since its inception, less any net gains. (Indicates the company's history of operational losses and its current financial standing.)
Trust Account
An account established by special purpose acquisition companies (SPACs) to hold the proceeds of the initial public offering (IPO) until a business combination is completed. (Represents the primary source of funds for the SPAC and its potential business combination.)
Warrant Liabilities
Financial instruments that give the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. (These liabilities can fluctuate in value, impacting the company's net income and financial position.)
Redeemable Common Stock
Shares of common stock that have redemption features, allowing holders to convert them back into cash under certain conditions, typically related to a business combination or liquidation. (Represents a potential future cash outflow for the company.)
Going Concern
An accounting assumption that a business will continue to operate for the foreseeable future. (A significant increase in accumulated deficit can raise doubts about a company's ability to continue as a going concern.)

Year-Over-Year Comparison

The 10-Q/A filing does not present new financial statements or update prior disclosures from the original 10-Q filed on August 13, 2025. The primary change is the correction of an officer certification omission. However, comparing the six months ended June 30, 2025, to the same period in 2024, ACQC reported a higher net loss ($595,066 vs. $439,194), despite a decrease in general and administrative expenses. Total liabilities have increased significantly, while total assets have seen a slight decrease, indicating a deteriorating financial position.

Filing Stats: 4,707 words · 19 min read · ~16 pages · Grade level 18.1 · Accepted 2025-08-29 16:05:55

Key Financial Figures

Filing Documents

Financial Statements

Financial Statements 1 Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 1 Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 2 Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and six months ended June 30, 2025 and 2024 3 Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 26 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Control and Procedures 32

– OTHER INFORMATION

PART II – OTHER INFORMATION 33 Item 1.

Legal Proceedings

Legal Proceedings 33 Item 1A.

Risk Factors

Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 34 Item 3. Defaults Upon Senior Securities 34 Item 4. Mine Safety Disclosures 34 Item 5. Other Information 34 Item 6. Exhibits 34 PART III 35

SIGNATURES

SIGNATURES 35 i Table of Contents Unless otherwise stated in this Report, or the context otherwise requires, references to: "2021 Annual Report" are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC (as defined below) on March 31, 2022; "2022 Annual Report" are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 31, 2023; "2022 Special Meeting" are to our special meeting of stockholders held on December 21, 2022; "2023 Annual Meeting" are to our annual meeting of stockholders held on December 22, 2023; "2024 Special Meeting" are to our special meeting of stockholders held on February 13, 2024; "2025 Special Meeting" are to our special meeting of stockholders held on February 13, 2025; "Administrative Support Agreement" are to the Administrative Support Agreement, dated February 10, 2022, we entered into with an affiliate of our Sponsor; "A.G.P." are to A.G.P./Alliance Global Partners, as representative of the underwriters of our Initial Public Offering (as defined below); "ASC" are to the FASB (as defined below) Accounting Standards Codification; "ASU" are to the FASB Accounting Standards Update; "Audit Committee" are to the audit committee of our Board of Directors (as defined below); "Board of Directors," or "Board" are to our board of directors; "Business Combination" are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; "Business Combination Marketing Agreement" are to the Business Combination Marketing Agreement, dated February 10, 2022, we entered into with A.G.P. "Class A Common Stock" are to shares of our Class A common stock, par value $0.0001 per share; "Class B Common Stock" are to shares of our Class B common stock, par value $0.0001 per share; "Combination Period" are to the 48-month period (from the closing of the Initial Publ

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements RELATIVITY ACQUISITION CORP. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2025 December 31, (Unaudited) 2024 Assets Current assets: Cash $ 6,255 $ 1,674 Prepaid expense 5,000 29,556 Due from sponsor 8,186 3,047 Total current assets 19,441 34,277 Cash held in Trust Account 782,875 769,267 Total Assets $ 802,316 $ 803,544 Liabilities, Redeemable Common Stock, and Stockholders' Deficit Current liabilities: Due to related party $ 28,771 $ 28,771 Accrued costs and expenses 2,144,876 1,998,193 Excise tax payable 10,285 10,192 Income tax payable 71,578 78,864 Advances from Instinct Brothers 325,000 — Franchise tax payable 12,800 8,600 Total current liabilities 2,593,310 2,124,620 Warrant liabilities 676,294 541,787 Total Liabilities 3,269,604 2,666,407 Commitments and Contingencies (Note 3 and Note 6) Class A common stock, $ 0.0001 par value; 100,000,000 shares authorized; 62,488 and 63,241 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, at a redemption value of approximately $ 11.18 and $ 10.74 per share, respectively (Note 3) 698,777 679,072 Stockholders' Deficit: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2025 and December 31, 2024 — — Class A common stock, $ 0.0001 par value; 100,000,000 shares authorized; 4,247,499 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (excluding 62,488 and 63,241 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively) 424 424 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized; 1 share issued and outstanding as of June 30, 2025 and December 31, 2024 — — Accumulated deficit ( 3,166,489 ) ( 2,542,359 ) Total Stockholders' Deficit ( 3,166,065 ) ( 2,541,935 ) Total Liabilities, Redeemable

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