Item 3.02 Unregistered Sales of Equity Securities.

On February 27, 2023, Relativity Acquisition Corp. (the "Company") issued an aggregate of 3,593,749 shares of its Class A common stock, par value $0.0001 per share ("Class A Common Stock"), to Relativity Acquisition Sponsor LLC (the sponsor of the Company), A.G.P./Alliance Global Partners, George Syllantavos and Anastasios Chrysostomidis, the holders of the Company's Class B common stock, par value $0.0001 per share ("Class B Common Stock") (such holders of shares of Class B Common Stock collectively, the "Initial Stockholders"), upon the conversion of an equal number of shares of Class B Common Stock (the "Conversion"). The 3,593,749 shares of Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B Common Stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the prospectus for the Company's initial public offering.

Following the Conversion, there are 4,400,794 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding. After such Conversion, the Sponsor held 3,033,905 shares of Class A Common Stock and one share of Class B Common Stock. The Sponsor then transferred 533,525 shares of Class A Common Stock to certain members of the Sponsor. Subsequent to those transfers, the Sponsor holds 2,500,380 shares of Class A Common Stock and one share of Class B Common Stock, as well as 653,750 shares of Class A Common Stock underlying private placement units, which units were acquired by the Sponsor in connection with the Company's initial public offering.

The issuance of the shares of Class A Common Stock upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

Item 7.01 Regulation FD Disclosure.

The disclosure set forth above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.


                                       1

© Edgar Online, source Glimpses