RACYU Relativity Acquisition Corporation

 

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): February 13, 2024

 

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 1.01 Entry into a Material Definitive Agreement.

 

On February 13, 2024, Relativity Acquisition Corp. (the “Company”) borrowed $3,541.50 from SVES LLC (“SVES”), which amount was deposited into the Company’s Trust Account on that day in connection with an extension of the date by which the Company has to consummate an initial business combination. The borrowing was made under the terms of a promissory note (the “Note”) in the aggregate principal amount of up to $42,497.95, pursuant to which SVES agreed to loan the Company up to $42,497.95 in connection with the Company extending the date by which it must consummate its initial business combination from February 15, 2024 to February 15, 2025.

 

Under the terms of the Note, SVES (or its affiliates or permitted designees) shall deposit $3,541.50 per month (approximately $0.056 per public share (“Public Share”) that is not redeemed) into the Company’s trust account (the “Trust Account”) for each calendar month (commencing on February 15, 2024 and ending on the 15th day of each subsequent month) until February 15, 2025, or portion thereof, that is needed to complete an initial business combination, for up to an aggregate of $42,497.95.

 

The Note bears no interest and is repayable in full upon the date of the consummation of the Company’s initial business combination with SVES. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 13, 2024, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved a second amendment to the Company’s second amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from February 15, 2024 to February15, 2025 or such earlier date as determined by the Company’s board of directors (the “Board”). The Company filed the Charter Amendment with the Office of the Secretary of State of Delaware on February 13, 2024, a copy of which is attached as Exhibit 3.1 to this report and is incorporated by reference herein.

 

On February 13, 2024, at the Meeting, the Company’s stockholders also approved an amendment to the Company’s investment management trust agreement (the “Trust Agreement”), dated as of February 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), permitting the Trustee to invest funds in an interest-bearing demand deposit account (the “Trust Amendment Proposal”). A copy of the amendment to the Trust Agreement is attached as Exhibit 10.2 to this report and is incorporated by reference herein.

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Meeting, the Company’s stockholders approved the Charter Amendment extending the date by which the Company has to consummate an initial business combination from February 15, 2024 to February 15, 2025 (or such earlier date as determined by the Board). Also at the Meeting, the Company’s stockholders approved the Trust Amendment Proposal to amend its Trust Agreement, permitting the Trustee to invest funds in an interest-bearing demand deposit account.

 

The final voting results for the Extension Amendment Proposal and the Trust Amendment Proposal were as follows:

 

1.	Extension Amendment Proposal

 

For				Against				Abstain
	3,327,000				5,188				0

 

2.	Trust Amendment Proposal

 

For				Against				Abstain
	3,327,009				5,178				1

 

In connection with the Meeting, stockholders holding 90,054 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $1.02 million (approximately $11.32 per Public Share) will be removed from the Trust Account to pay such holders and approximately $720,000 will remain in the Trust Account. Following the redemptions, the Company will have 63,241 Public Shares outstanding.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.		Description
3.1		Second Amendment to the Second Amended and Restated Certificate of Incorporation.
10.1		Promissory Note Issued to SVES LLC, dated as of February 13, 2024
10.2		Amendment to the Investment Management Trust Agreement, dated February 13, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: February 20, 2024

 

 

 

3

Exhibit 3.1

 

SECOND AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RELATIVITY ACQUISITION CORP.

 

Pursuant to Section 242 of the
Delaware General Corporation Law

 

Relativity Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

1)

The name of the Corporation is Relativity Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 13, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State on May 28, 2021. A Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State on February 10, 2022. An Amendment to the Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State on December 22, 2022 (the “Amendment to the Second Amended and Restated Certificate of Incorporation”).

 

2)

This Amendment to the Amendment to the Second Amended and Restated Certificate of Incorporation amends the Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation (the “Second Amendment to the Second Amended and Restated Certificate of Incorporation”).

 

3)

This Second Amendment to the Second Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

4)

The text of Sections 9.1(b) of Article IX is hereby amended and restated to read in full as follows:

 

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 26, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 36 months from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for a full business day (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or amendments to this Second Amended and Restated Certificate prior thereto or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

5)

The text of Sections 9.1(c) of Article IX is hereby amended by deleting in its entirety:

 

(c) In the event that the Corporation has not consummated an initial Business Combination within 18 months from the date of the closing of the Offering, upon the Sponsor’s request, the Corporation may extend the period of time to consummate a Business Combination up to two times without stockholder approval, each for an additional three months, for an aggregate of 6 additional months, provided that (i) an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the Trust Account for each such extension that the Company determines to implement and will be used to fund the redemption of the Offering Shares in accordance with Section 9.2. and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with.

 

[Signature Page to Follow]

 

 

IN WITNESS WHEREOF, Relativity Acquisition Corp. has caused this Second Amendment to the Second Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 13^th day of February, 2024.

 

	Relativity Acquisition Corp.
	By:	/s/ Tarek Tabsh
	Name:	Tarek Tabsh
	Title:	Chief Executive Officer

 

[Signature Page of Second Amendment to the Second Amended and Restated Certificate of Incorporation]

 

 

Exhibit 10.1

 

THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: Up to $42,497.95	Effective as of February 13, 2024
	New York, New York

 

Relativity Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of SVES LLC, or its registered assigns or successors in interest (the “Payee”), the principal sum of Forty-Two Thousand Four Hundred Ninety-Seven U.S. Dollars and Ninety-Five Cents ($42,497.95) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. This Note is being made in connection with Maker extending its term to consummate a business combination (the “Business Combination”) from February 15, 2024 to February 15, 2025 (the “Extension”).

 

1. Principal. The principal balance of this Note shall be due and payable by the Maker on the date that the transactions contemplated by that certain Business Combination Agreement, dated as of February 13, 2023, by and among (i) the Maker, (ii) SVES, Inc. (formerly Relativity Holdings Inc.), a Delaware corporation and a wholly owned subsidiary of Maker, (iii) Relativity Purchaser Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco, (iv) SVES GO, LLC, a Florida limited liability company, SVES LLC, a Florida limited liability company, SVES CP LLC, a Florida limited liability company, and SVES Apparel LLC, a Florida limited liability company, (v) SVGO LLC, ESGO LLC, SV Apparel LLC and ES Business Consulting LLC, (vi) Timothy J. Fullum and Salomon Murciano, (vii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), in the capacity as the Purchaser Representative, and (viii) Timothy J. Fullum, in the capacity as the Seller Representative (the “BCA”), are consummated (such date, the “Maturity Date”) from the proceeds of the Trust Account (as defined in the BCA) or any proceeds received by the Maker from any Transaction Financing (as defined in the BCA). Under no circumstances shall the Sponsor, any member of the Sponsor, or any individual, including, but not limited to, any officer, director, employee or shareholder of the Maker or the Sponsor, be obligated personally for any obligations or liabilities of the Maker hereunder. For avoidance of doubt, no amounts shall be due and payable under the terms of this Note until the Business Combination is consummated. In the event the transactions contemplated by the Business Combination Agreement are not consummated, this Note shall be null and void and the Maker shall not have any obligation to the Payee hereunder.

 

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

3. Trust Funding. The Payee will fund up to Forty-Two Thousand Four Hundred Ninety-Seven U.S. Dollars and Ninety-Five Cents U.S. Dollars ($42,497.95) into the trust account (the “Trust Account”) of the Maker established in connection with its initial public offering (the “IPO”), such amounts to be for the benefit of eligible holders of the Maker’s unredeemed Class A common stock originally sold in the IPO or liquidation of the Maker, all in accordance with the Maker’s amended and restated certificate of incorporation, as amended on February 13, 2024. The principal of this Note shall be funded into the Trust Account in up to 12 monthly installments (each installment, a “Trust Funding”) of $3,541.5 per Trust Funding. The first installment of the Trust Funding shall be paid by the Payee into the Trust Account on or before February 14, 2024, and each subsequent installment shall be paid by the Payee into the Trust Account on or before the 12^th day of each month until the earlier of (i) February 1, 2025, (ii) the date on which the Business Combination is consummated and (iii) the date on which the Maker liquidates.

 

4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

 

 

5. Use of Proceeds. On or prior to the date of this Note, the Payee shall remit the entire amount of each monthly Trust Funding to the Maker. The Maker hereby represents, warrants and covenants to the Payee that the entire principal amount will be used by the Maker solely for purposes of making a payment for the Extension.

 

6. Events of Default. The following shall constitute an event of default (“Event of Default”):

 

Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified in Section 1.

 

7. Remedies. Upon the occurrence of an Event of Default specified in Section 6 hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

8. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

 

9. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

 

10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

If to Maker:

 

Relativity Acquisition Corp.

c/o 3753 Howard Hughes Parkway, Suite 200

Las Vegas, Nevada 89169

Attn: Tarek Tabsh, CEO

Telephone:(888)710-4420
Email: tarek@relativityacquisitions.com

 

 

If to Payee:

 

SVES Go, LLC

Timothy J. Fullum
c/o SVES Apparel LLC
1407 Broadway
New York, New York 10018
Attn: Timothy Fullum, CEO
Telephone: (508) 735-3674
Email: fullumtj@aol.com

 

11. Construction; Governing Law; Venue; Waiver Of Jury Trial. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH PARTY HERETO ALSO HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT THE PAYEE OR ANY OTHER HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST THE MAKER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, THE PAYEE AND THE MAKER WAIVE TRIAL BY JURY, AND EACH OF MAKER AND PAYEE WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OF ANY NATURE OR DESCRIPTION, (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES.

 

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

13. Trust Waiver. Payee hereby (i) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Note or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); (ii) irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Maker; and (iii) will not seek recourse against the Trust Account for any reason whatsoever.

 

14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

 

15. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

	RELATIVITY ACQUISITION CORPORATION
	By:	/s/ Tarek Tabsh
		Name: Tarek Tabsh
		Title: Chief Executive Officer

 

 

4

 

Exhibit 10.2

 

AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS FIRST AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made and entered into as of February 13, 2024, by and between Relativity Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Trust Agreement (as defined below).

 

WHEREAS, the Company and the Trustee entered into that certain Investment Management Trust Agreement, dated as of February 10, 2022 (the “Original Trust Agreement”);

 

WHEREAS, Section 6(c) of the Original Trust Agreement provides that any provision (except for Sections 1(i), 2(f) or Exhibit A thereof) of the Original Trust Agreement may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the Company and the Trustee;

 

WHEREAS, at a special meeting of the Company held on February 13, 2024, the Company’s stockholders approved a proposal to amend the Trust Agreement permitting the Trustee to maintain the funds in the Trust Account in an interest-bearing demand deposit account at a bank; and

 

WHEREAS, each of the Company and the Trustee desire to amend the Original Trust Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

I. Amendments to Trust Agreement.

 

(a) Sections 1(c) of the Original Trust Agreement are hereby amended and restated to read in their entirety as follows:

 

1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

 

(c) In a timely manner, upon the written instruction of the Company, i) hold funds uninvested, ii) hold funds in an interest-bearing bank demand deposit account at a bank, or iii) invest and reinvest the Property in solely United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and while invested or uninvested, the Trustee may earn bank credits or other consideration.

 

II. Entire Agreement.

 

The parties hereto agree that except as provided in this Amendment, the Original Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with its terms. This Amendment forms an integral and inseparable part of the Original Trust Agreement.

 

[Signatures on following page]

 

  

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
Name:	Francis Wolf
Title:	Vice Precedent
RELATIVITY ACQUISITION CORP.
By:	/s/ Tarek Tabsh
Name:	Tarek Tabsh
Title:	Chief Executive Officer

 

 

 

 

v3.24.0.1

Cover	Feb. 13, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 13, 2024
Current Fiscal Year End Date	--12-31
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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