Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 12, 2023, Relativity Acquisition Corp. (the "Company") received a
determination letter (the "Letter") from the Nasdaq Listing Qualifications staff
(the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the
Company was not in compliance with the requirements of the Nasdaq Listing Rules
set forth in (i) Listing Rule 5450(b)(2)(A), requiring a minimum of $50 million
Market Value of Listed Securities, (ii) Listing Rule 5450(b)(2)(B), requiring a
minimum 1,100,000 Publicly Held Shares, and (iii) Listing Rule 5450(b)(2)(C),
requiring a minimum of $15 million in Market Value of Publicly Held Shares. In
addition, the Letter stated that the Company does not comply with either of the
alternative requirements for continued listing on The Nasdaq Global Market under
Listing Rules 5450(b)(1) or 5450(b)(3), or the requirement for continued listing
on The Nasdaq Capital Market under Listing Rule 5550. The Letter also indicated
that the Staff had concerns that the Company may no longer comply with the
minimum 400 Total Holders requirement of Listing Rule 5450(a)(2) due to the
substantial number of shareholder redemptions and low number of shares remaining
outstanding. Additionally, the Letter indicated that, while companies are
normally afforded compliance periods or the ability to submit a plan of
compliance in order to be granted time to regain compliance, the Staff had
determined to apply a more stringent criteria as permitted under Nasdaq Listing
Rule 5101 to delist the Company's securities from The Nasdaq Global Market. As a
result, the Letter indicated that the Staff had determined to delist the
Company's securities from The Nasdaq Global Market. The Staff's determination
was based on the Company's Current Report on Form 8-K filed with Securities and
Exchange Commission (the "SEC") on December 28, 2022, in which the Company
disclosed that 14,221,705 shares of Class A common stock exercised their
redemption rights in connection with a special meeting of stockholders held on
December 21, 2022. In addition, on January 11, 2023, the Staff determined to
halt trading in the Company's securities.
The Company has requested a hearing before the Nasdaq Hearings Panel (the
"Panel") to appeal the Staff's delisting determination. A hearing request stays
any suspension or delisting of the Company's securities, and the Company's
securities will continue to be listed on The Nasdaq Global Market until the
hearing process concludes and the Panel issues a written decision following the
hearing. At this juncture, the Company is unable to provide assurance as to if
and when the trading halt will be released.
Finally there can be no assurance that the Panel will grant the Company's
request for continued listing on Nasdaq.
A copy of the press release announcing the receipt of the above determination
letter is attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated January 19, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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