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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 27, 2023

 

Relativity Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41283   86-3244927
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

c/o 3753 Howard Hughes Pkwy

Suite 200

Las Vegas, NV 89169

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (888) 710-4420

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
         
Units, each consisting of one share of Class A common stock, and one redeemable warrant   RACYU   The Nasdaq Stock Market LLC
         
Class A Common Stock, par value $0.0001 per share   RACY   The Nasdaq Stock Market LLC
         
Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50   RACYW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 5.08. Shareholder Director Nominations.

 

(a) To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.

 

Item 8.01. Other Events.

 

On November 27, 2023, the Board of Directors of Relativity Acquisition Corp., a Delaware corporation (the “Company”) determined that the Company’s Annual Meeting of Stockholders for the fiscal year ended December 31, 2022 (the “Annual Meeting”) will be held on Friday, December 22, 2023. The time and location of the Annual Meeting will be as set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”). Pursuant to the Company’s Bylaws (the “Bylaws”), stockholders seeking to bring business before the Annual Meeting or to nominate candidates for election as directors at the Annual Meeting must deliver such proposals or nominations to the Company at c/o Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, Attention: Carolyn Ma, no later than December 6, 2023. Any stockholder proposal or director nomination must comply with the requirements of Delaware law, the rules and regulations promulgated by the SEC and the Bylaws, as applicable.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Relativity Acquisition Corp.
     
  By: /s/ Tarek Tabsh
    Name:  Tarek Tabsh
    Title: Chief Executive Officer
     
Dated: November 27, 2023    

 

 

2

 

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Cover
Nov. 27, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 27, 2023
Entity File Number 001-41283
Entity Registrant Name Relativity Acquisition Corp.
Entity Central Index Key 0001860484
Entity Tax Identification Number 86-3244927
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One c/o 3753 Howard Hughes Pkwy
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89169
City Area Code 888
Local Phone Number 710-4420
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one share of Class A common stock, and one redeemable warrant  
Title of 12(b) Security Units, each consisting of one share of Class A common stock, and one redeemable warrant
Trading Symbol RACYU
Security Exchange Name NASDAQ
Class A Common Stock, par value $0.0001 per share  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol RACY
Security Exchange Name NASDAQ
Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50  
Title of 12(b) Security Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol RACYW
Security Exchange Name NASDAQ
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