Relativity Acquisition Corp. Net Loss Widens to $1.55M Amid Rising Liabilities

TL;DR

**ACQC is burning cash and running out of time; avoid this SPAC unless you're a high-risk gambler.**

AI Summary

Relativity Acquisition Corp. (ACQC) reported a significant net loss of $1,549,713 for the nine months ended September 30, 2025, a substantial increase from the net loss of $196,776 for the same period in 2024. This deterioration was primarily driven by a negative change in the fair value of warrant liabilities, resulting in an expense of $803,287 in 2025 compared to a gain of $66,879 in 2024. General and administrative expenses also rose to $776,165 for the nine months ended September 30, 2025, up from $627,354 in the prior year. The company's cash balance increased to $21,280 as of September 30, 2025, from $1,674 at December 31, 2024, partly due to $400,000 in advances from Instinct Brothers. Total liabilities surged to $4,248,231 from $2,666,407, largely due to the increase in warrant liabilities. The company extended its deadline to consummate a business combination to February 15, 2026, via the Third Extension Promissory Note with SVES LLC for up to $42,498. ACQC continues to operate as a shell company, with its ability to continue as a going concern dependent on completing a business combination.

Why It Matters

This filing reveals a SPAC in distress, with a widening net loss and increasing liabilities, primarily from warrant revaluations. For investors, the significant accumulated deficit of $4,127,173 and the ongoing need for extensions to find a business combination signal high risk and potential for further dilution or liquidation. Employees and customers are largely unaffected as ACQC is a shell company, but the broader market sees another example of SPAC challenges, particularly in a less favorable economic climate for speculative ventures. The competitive context shows ACQC struggling to differentiate itself and secure a target, unlike more successful SPACs that quickly identify and merge with viable operating companies.

Risk Assessment

Risk Level: high — The company reported a net loss of $1,549,713 for the nine months ended September 30, 2025, and an accumulated deficit of $4,127,173, indicating significant financial strain. Total liabilities increased by over 59% to $4,248,231 from $2,666,407 at December 31, 2024, largely due to a $803,287 negative change in the fair value of warrant liabilities. The company's ability to continue as a going concern is dependent on completing a business combination by February 15, 2026, a deadline that has already been extended multiple times.

Analyst Insight

Investors should exercise extreme caution and likely avoid ACQC. The widening losses, increasing liabilities, and repeated extensions for a business combination suggest a high probability of value erosion. Current holders should consider exiting their positions, as the risk of liquidation or a highly dilutive transaction is substantial.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$826,296

total Debt

$4,248,231

net Income

-$1,549,713

eps

N/A

gross Margin

N/A

cash Position

$21,280

revenue Growth

N/A

Key Numbers

• $1,549,713 — Net Loss (for the nine months ended September 30, 2025, significantly wider than $196,776 in 2024)
• $4,127,173 — Accumulated Deficit (as of September 30, 2025, up from $2,542,359 at December 31, 2024)
• $4,248,231 — Total Liabilities (as of September 30, 2025, a 59% increase from $2,666,407 at December 31, 2024)
• $803,287 — Change in fair value of warrant liabilities (negative impact on income for the nine months ended September 30, 2025)
• $776,165 — General and administrative expenses (for the nine months ended September 30, 2025, up from $627,354 in 2024)
• $400,000 — Advances from Instinct Brothers (new financing received during the nine months ended September 30, 2025)
• February 15, 2026 — Business Combination Deadline (extended via Third Extension Promissory Note)
• $42,498 — Third Extension Promissory Note amount (issued to SVES LLC for the latest extension)
• $21,280 — Cash (as of September 30, 2025, up from $1,674 at December 31, 2024)
• $786,345 — Cash held in Trust Account (as of September 30, 2025, up from $769,267 at December 31, 2024)

Key Players & Entities

• Relativity Acquisition Corp. (company) — registrant
• SVES LLC (company) — lender for Third Extension Promissory Note
• Instinct Brothers (company) — provider of advances
• Nasdaq (regulator) — stock exchange that issued a trading halt
• Relativity Acquisition Sponsor LLC (company) — Sponsor of the SPAC
• Continental Stock Transfer & Trust Company (company) — trustee of Trust Account
• A.G.P./Alliance Global Partners (company) — underwriter of Initial Public Offering
• George Syllantavos (person) — Initial Stockholder
• Anastasios Chrysostomidis (person) — Initial Stockholder
• WithumSmith+Brown, PC (company) — independent registered public accounting firm

FAQ

Risk Factors

• Deteriorating Financial Performance [high — financial]: The company reported a net loss of $1,549,713 for the nine months ended September 30, 2025, a significant increase from the $196,776 loss in the prior year. This was driven by a substantial negative change in the fair value of warrant liabilities ($803,287 expense in 2025 vs. $66,879 gain in 2024) and increased general and administrative expenses ($776,165 in 2025 vs. $627,354 in 2024).
• Increasing Liabilities [high — financial]: Total liabilities surged by 59% to $4,248,231 as of September 30, 2025, from $2,666,407 at December 31, 2024. This increase is primarily attributed to a rise in warrant liabilities, which grew from $541,787 to $1,345,074.
• Accumulated Deficit Growth [high — financial]: The accumulated deficit has grown to $4,127,173 as of September 30, 2025, from $2,542,359 at December 31, 2024, indicating ongoing operational losses and a weakening equity position.
• Dependence on Business Combination [high — operational]: Relativity Acquisition Corp. continues to operate as a shell company. Its ability to continue as a going concern is entirely dependent on its ability to complete a business combination, for which the deadline has been extended to February 15, 2026.
• Reliance on Financing [medium — financial]: The company received $400,000 in advances from Instinct Brothers during the nine months ended September 30, 2025, highlighting a reliance on external financing to meet its obligations. The business combination deadline extension also involves a promissory note of up to $42,498.
• Redemption of Shares [medium — regulatory]: A significant portion of Class A common stock is subject to redemption, with 62,488 shares potentially redeemable as of September 30, 2025, at approximately $11.28 per share. This can impact the capital available post-combination.

Industry Context

Relativity Acquisition Corp. operates within the Special Purpose Acquisition Company (SPAC) sector. This industry is characterized by companies formed with the sole purpose of raising capital through an initial public offering (IPO) to acquire an existing company. The SPAC market is highly competitive, with numerous entities vying for attractive acquisition targets. Success is heavily dependent on the management team's ability to identify and execute a suitable merger or acquisition within a defined timeframe.

Regulatory Implications

As a SPAC, Relativity Acquisition Corp. is subject to SEC regulations governing financial reporting and disclosures. The extension of the business combination deadline and the reliance on promissory notes for funding are critical disclosures. Any failure to complete a business combination within the stipulated period could lead to dissolution and return of funds to shareholders, subject to regulatory requirements.

What Investors Should Do

1. Monitor progress towards business combination: The primary driver of ACQC's value is the successful completion of a business combination by February 15, 2026. Investors should track management's efforts and potential target announcements.
2. Assess the impact of warrant liabilities: The significant negative fair value changes in warrant liabilities highlight volatility. Investors should understand the potential dilution and financial impact if these warrants are exercised or revalued.
3. Evaluate the financial health post-combination: Given the current net loss and increasing liabilities, investors should scrutinize the financial projections and viability of any proposed target company.
4. Consider the cash burn rate: While cash has increased due to advances, the operational expenses and the need for a business combination mean cash is being utilized. Investors should assess if the company can sustain operations until a combination is achieved.

Key Dates

• 2025-09-30: Nine months ended September 30, 2025 — Reported a net loss of $1,549,713 and total liabilities of $4,248,231.
• 2024-09-30: Nine months ended September 30, 2024 — Reported a net loss of $196,776 and total liabilities of $2,666,407.
• 2025-12-31: Year ended December 31, 2024 — Reported total liabilities of $2,666,407 and an accumulated deficit of $2,542,359.
• 2026-02-15: Business Combination Deadline — Extended deadline to consummate a business combination, providing more time but also increasing uncertainty.

Glossary

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. Changes in their fair value can significantly impact net income. (A major driver of the increased net loss in 2025 due to an unfavorable change in fair value, contributing $803,287 in expenses.)

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net income. It represents a reduction in retained earnings or equity. (The accumulated deficit has significantly increased to $4,127,173, indicating ongoing financial challenges.)

Shell Company

A company that has no commercial operations or assets other than minimal cash and the intention to find a business to acquire or merge with. (ACQC is classified as a shell company, meaning its future is entirely tied to a successful business combination.)

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt about this, it must be disclosed. (The company's ability to continue as a going concern is explicitly stated as dependent on completing a business combination.)

Redeemable Common Stock

Shares of common stock that have a provision allowing the holder to sell them back to the company at a specified price or under certain conditions. (A significant number of shares are subject to redemption, which could impact the capital structure post-combination.)

Year-Over-Year Comparison

Relativity Acquisition Corp. has experienced a significant deterioration in its financial performance compared to the prior year. The net loss for the nine months ended September 30, 2025, widened substantially to $1,549,713 from $196,776 in 2024. This was largely driven by an unfavorable $803,287 change in the fair value of warrant liabilities, compared to a gain of $66,879 in the prior year, and an increase in general and administrative expenses from $627,354 to $776,165. Total liabilities also saw a substantial increase of 59%, rising to $4,248,231 from $2,666,407, primarily due to higher warrant liabilities.

Key Financial Figures

• $0.0001 — ares of Class A Common Stock, par value $0.0001 per share, and one share of Class B Com
• $50 million — e 5450(b)(2)(B), requiring a minimum of $50 million Market Value of Listed Securities; (ii)
• $15 million — e 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares
• $1,000 — bject to our deposit of an aggregate of $1,000 from our working capital into the Trust
• $300,000 — te in the aggregate principal amount of $300,000 issued to our Sponsor on September 30,
• $42,498 — the aggregate principal amount of up to $42,498 issued to SVES LLC on February 13, 2024
• $146,625,000 — sed trust account in which an amount of $146,625,000 from the net proceeds of the sale of th

Filing Documents

• tmb-20250930x10q.htm (10-Q) — 1196KB
• tmb-20250930xex31d1.htm (EX-31.1) — 14KB
• tmb-20250930xex31d2.htm (EX-31.2) — 12KB
• tmb-20250930xex32d1.htm (EX-32.1) — 9KB
• tmb-20250930xex32d2.htm (EX-32.2) — 8KB
• 0001104659-25-114994.txt ( ) — 6000KB
• tmb-20250930.xsd (EX-101.SCH) — 40KB
• tmb-20250930_cal.xml (EX-101.CAL) — 26KB
• tmb-20250930_def.xml (EX-101.DEF) — 235KB
• tmb-20250930_lab.xml (EX-101.LAB) — 296KB
• tmb-20250930_pre.xml (EX-101.PRE) — 310KB
• tmb-20250930x10q_htm.xml (XML) — 1003KB

Financial Statements

Financial Statements 1 Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 1 Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 2 Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and nine months ended September 30, 2025 and 2024 3 Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 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 September 30, 2025 December 31, (Unaudited) 2024 Assets Current assets: Cash $ 21,280 $ 1,674 Prepaid expense 10,485 29,556 Due from sponsor 8,186 3,047 Total current assets 39,951 34,277 Cash held in Trust Account 786,345 769,267 Total Assets $ 826,296 $ 803,544 Liabilities, Redeemable Common Stock, and Stockholders' Deficit Current liabilities: Due to related party $ 28,771 $ 28,771 Accrued costs and expenses 2,376,515 1,998,193 Excise tax payable 10,285 10,192 Income tax payable 72,386 78,864 Advances from Instinct Brothers 400,000 — Franchise tax payable 15,200 8,600 Total current liabilities 2,903,157 2,124,620 Warrant liabilities 1,345,074 541,787 Total Liabilities 4,248,231 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 September 30, 2025 and December 31, 2024, at a redemption value of approximately $ 11.28 and $ 10.74 per share, respectively (Note 3) 704,814 679,072 Stockholders' Deficit: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 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 September 30, 2025 and December 31, 2024, respectively (excluding 62,488 and 63,241 shares subject to possible redemption as of September 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 September 30, 2025 and December 31, 2024 — — Accumulated deficit ( 4,127,173 ) ( 2,542,359 ) Total Stockholders' Deficit ( 4,126,749 ) ( 2,541,935 )

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View this 10-Q filing on SEC EDGAR