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Tuesday, April 14, 2026 1:50 PM

forward-looking statements

Relativity Acquisition Corp Signs Letter of Intent for $500 Million Merger with Mazaii Corp Ltd.

Relativity Acquisition Corp., a special purpose acquisition company (“Relativity”), announced that it has entered a letter of intent (“LOI”) for a proposed business combination that will result in Relativity acquiring 100% of the outstanding equity and equity equivalents of Mazaii Corp Ltd. (“Mazaii” or the “Company”). The Transaction values the Company at an initial enterprise value of U.S. $500 million. Mazaii Corp Ltd. Mazaii Corp Ltd. is a Montreal-based innovator in the iGaming industry, specializing in the creation and distribution of cutting-edge online casino games and betting solutions. The company supplies its advanced gaming content and technology to prominent brands within the sector, enhancing their platforms and player experiences. Through strategic acquisitions, Mazaii Corp expands its market reach and strengthens its product offerings across key regions, including Europe, North America, Latin America, and Asia. Tarek Tabsh, Chief Executive Officer and Chairman of Relativity Acquisition Corp., commented, “The iGaming industry is experiencing rapid growth, with increasing acceptance and legalization in various regions. Growing consumer demand, driven by the increasing penetration of smartphones and internet access, further fuels this expansion. The Mazaii international platform provides a significant opportunity for scalability and revenue growth. This transaction will enhance Mazaii’s competitive advantage and market positioning.” Eli Baazov, Mazaii’s Chief Executive Officer, stated, “We are thrilled to share the transformative journey of Mazaii in revolutionizing the online gambling arena. We have fortified our position, expanded our market reach, and enhanced our innovative service offerings. With our in-house intellectual property and continuous organic growth, we are confident in our ability to disrupt the gaming landscape and achieve highly favorable results for our shareholders beyond 2024. This is just the beginning of our journey, and we are excited to shape the gaming industry’s future.” The completion of the transaction is contingent upon several factors, including due diligence, negotiation of a definitive agreement, regulatory approvals, and approval by the board and stockholders of both companies. Additional details will be disclosed upon reaching a definitive agreement. The transaction is anticipated to be finalized in the second half of this year, subject to unforeseen circumstances. About Relativity Acquisition Corp. Relativity Acquisition Corp. is a blank check company sponsored by Relativity Acquisition Sponsor LLC, a Delaware limited liability company, formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. About Mazaii Corp Ltd. Mazaii Corp Ltd. is a Montreal-based innovator in the iGaming industry, specializing in the creation and distribution of cutting-edge online casino games and betting solutions. The company supplies its advanced gaming content and technology to prominent brands within the sector, enhancing their platforms and player experiences. Through strategic acquisitions, Mazaii Corp expands its market reach and strengthens its product offerings across key regions, including Europe, North America, Latin America, and Asia. Forward-Looking Statements This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations, financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release, are forward-looking statements. These statements are based on management’s beliefs and assumptions and information currently available to them. Actual results could differ materially from those contemplated by the forward-looking statements due to certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). The Company undertakes no obligation to update these statements after the date of this release, except as required by law.

Relativity Acquisition Corp Signs Letter of Intent for $500 Million Merger with Mazaii Corp Ltd. Read More »

Vapotherm Enters Into Definitive Merger Agreement; Transaction Would Result in Company Going Private

Vapotherm, Inc. (OTCQX: VAPO) announced today that it has signed a definitive merger agreement with a newly-formed entity funded by an affiliate of Perceptive Advisors, LLC, a leading healthcare investment firm. This transaction will result in Vapotherm becoming a private company. Details of the Merger Agreement: Debt Conversion and New Investment: SLR Capital Partners will convert approximately $81 million of term debt into preferred equity in the new entity. Perceptive will invest $50 million of new preferred equity, a portion of which will fund the merger and related payments. SLR will retain $40 million of term debt. Merger Consideration: Vapotherm’s stockholders will receive $2.18 in cash per share, representing a 166% premium over the stock’s closing price on June 14, 2024. Board Approval: A special committee of Vapotherm’s Board, composed solely of independent directors, recommended the approval of the merger, which the Board accepted. Statements from Key Stakeholders: Anthony Storino, SLR Capital Partners: “This transaction allows the Company to strengthen their balance sheet as they focus on accelerating their revenue momentum.” Konstantin Poukalov, Perceptive Advisors: “We believe the Company has a clear vision to expand the use of high-velocity therapy in patients in need and look forward to supporting them in their next stages of growth.” Expected Closing and Future Operations: The transaction is anticipated to close in the second half of 2024, pending customary conditions, including stockholder approval. Upon completion, Vapotherm will be privately held and will no longer be publicly listed or traded on OTCQX. Advisors and Legal Counsel: Cooley LLP is representing Perceptive, Latham & Watkins LLP is representing SLR, Scalar, LLC is acting as the financial advisor to the Special Committee, and Ropes & Gray LLP is representing Vapotherm. About Vapotherm: Vapotherm, Inc. is a publicly traded developer and manufacturer of advanced respiratory technology, based in Exeter, New Hampshire. Their high velocity therapy systems provide non-invasive respiratory support, having treated over 4.4 million patients. The company focuses on delivering technology to patients in respiratory distress, offering a mask-free interface that allows patients to talk, eat, and drink while receiving treatment. Additional Information: This announcement is deemed solicitation material related to the proposed transaction. Vapotherm plans to file a proxy statement with the SEC and urges stockholders to read it in its entirety for important information about the transaction. Documents will be available on the SEC’s website and Vapotherm’s investor relations page. Forward-Looking Statements: The announcement includes forward-looking statements regarding the proposed transaction, stockholder approval, and the anticipated closing timeline. These statements are subject to risks and uncertainties that could cause actual results to differ. Vapotherm does not assume any obligation to update these statements, except as required by law.

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