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.
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 | | |
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