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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): December 26, 2023 (December 22, 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On December 22, 2023, Relativity Acquisition Corp. (the “Company”) held its 2023 annual meeting of stockholders for the fiscal year ended December 31, 2022 (the “Annual Meeting”). At the Annual Meeting, stockholders (i) re-elected two directors as the Class I directors of the Company’s board of directors (the “Board”) until the annual meeting of the stockholders of the Company to be held in 2025 or until a successor is appointed and qualified (the “Director Election Proposal”) and (ii) ratified the selection by the audit committee of the Board of WithumSmith+Brown, PC (“Withum”), to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”, and together with the Director Election Proposal, the “Proposals”).

 

At the Annual Meeting, 4,400,794 shares of the Company’s Class A common stock, par value $0.0001 per share, and one share of Company’s Class B common stock, par value $0.0001 per share, were outstanding and entitled to vote on the Proposals. Set forth below are the final voting results for each of the Proposals:

 

Director Election Proposal

 

Emily Paxhia and Frances Knuettel II were re-elected to serve as the Class I directors of the Company. The election of Emily Paxhia and Frances Knuettel II required the affirmative vote of a plurality of the votes cast by the Company’s stockholders represented in person (including stockholders who voted online) or by proxy at the Annual Meeting and entitled to vote thereon. “Plurality” means that the individuals who received the largest number of votes cast “FOR” were elected as directors. The voting results were as follows:

  

   For   Against   Abstain 
Emily Paxhia   3,303,649    50    0 
Frances Knuettel II   3,300,091    3,608    0 

 

Auditor Ratification Proposal

 

The Company’s stockholders ratified the selection of Withum to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Approval of the Auditor Ratification Proposal required the affirmative vote of the majority of the votes cast by the Company’s stockholders represented in person (including stockholders who voted online) or by proxy at the Annual Meeting and entitled to vote thereon. The voting results were as follows:

 

For  Against  Abstain
3,303,662   37   0 

 

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: December 26, 2023    

 

 

2

 

 

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Cover
Dec. 22, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 22, 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
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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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