Relativity Acquisition Corp. Files 2023 10-K

TL;DR

Relativity Acquisition Corp. filed its 2023 10-K. SPAC still looking for a deal.

AI Summary

Relativity Acquisition Corp. filed its 10-K for the fiscal year ended December 31, 2023. The company, incorporated in Delaware with its principal executive offices in Las Vegas, NV, is a blank check company. Its filing details its financial performance and operational status for the year.

Why It Matters

This filing provides investors with a comprehensive overview of Relativity Acquisition Corp.'s financial health and strategic direction for the past fiscal year, crucial for evaluating its potential as a blank check company.

Risk Assessment

Risk Level: medium — As a SPAC, Relativity Acquisition Corp. faces inherent risks related to its ability to identify and complete a business combination within its specified timeframe.

Key Numbers

• 2023 — Fiscal Year End (The 10-K covers the financial performance up to this date.)
• 86-3244927 — IRS Employer Identification No. (Identifies the company for tax purposes.)

Key Players & Entities

• Relativity Acquisition Corp. (company) — Filer of the 10-K
• Delaware (location) — State of incorporation
• Las Vegas, NV (location) — Principal executive offices
• December 31, 2023 (date) — Fiscal year end
• 001-41283 (other) — Commission file number

FAQ

Key Financial Figures

• $0.0001 — ares of Class A Common Stock, par value $0.0001 per share, and one share of Class B Com
• $50 million — e 5450(b)(2)(B), requiring a minimum of $50 million Market Value of Listed Securities; (ii)
• $15 million — e 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares
• $1,000 — bject to our deposit of an aggregate of $1,000 from our working capital into the Trust
• $300,000 — te in the aggregate principal amount of $300,000 issued to our Sponsor on September 30,
• $42,498 — the aggregate principal amount of up to $42,498 issued to SVES LLC on February 13, 2024
• $146,625,000 — sed trust account in which an amount of $146,625,000 from the net proceeds of the sale of th
• $11.50 — e one share of Class A Common Stock for $11.50 per share. The Units were sold at a pri
• $10.00 — hare. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of
• $143,750,000 — per Unit, generating gross proceeds of $143,750,000. Simultaneously with the closing of t
• $6,537,500 — ment Unit, generating gross proceeds of $6,537,500. A total of $146,625,000, including $
• $2,875,000 — ds from the Initial Public Offering and $2,875,000 of the proceeds of the Private Placemen
• $5,000,001 — the requirement that we retain at least $5,000,001 of net tangible assets following the re
• $10,000 — ension, the Sponsor was required to pay $10,000 in the Trust Account. In connection wit
• $146 million — ust Account. As a result, approximately $146 million (approximately $10.29 per Public Share)

Filing Documents

• ea0202443-10k_relativity.htm (10-K) — 1061KB
• ea020244301ex10-10_relativ.htm (EX-10.10) — 23KB
• ea020244301ex21_relativ.htm (EX-21) — 1KB
• ea020244301ex31-1_relativ.htm (EX-31.1) — 10KB
• ea020244301ex31-2_relativ.htm (EX-31.2) — 10KB
• ea020244301ex32-1_relativ.htm (EX-32.1) — 4KB
• ea020244301ex32-2_relativ.htm (EX-32.2) — 4KB
• ea020244301ex97_relativ.htm (EX-97) — 18KB
• 0001213900-24-082228.txt ( ) — 5403KB
• racy-20231231.xsd (EX-101.SCH) — 52KB
• racy-20231231_cal.xml (EX-101.CAL) — 31KB
• racy-20231231_def.xml (EX-101.DEF) — 277KB
• racy-20231231_lab.xml (EX-101.LAB) — 409KB
• racy-20231231_pre.xml (EX-101.PRE) — 271KB
• ea0202443-10k_relativity_htm.xml (XML) — 510KB

Quantitative and Qualitative Disclosures

Quantitative and Qualitative Disclosures About Market Risk. 28 Item 8.

Financial Statements and Supplementary

Financial Statements and Supplementary Data. 29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 29 Item 9A.

Controls and Procedures

Controls and Procedures. 29 Item 9B. Other Information. 30 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 30 PART III 31 Item 10. Directors, Executive Officers and Corporate Governance. 31 Item 11.

Executive Compensation

Executive Compensation. 36 Item 12.

Security Ownership of Certain Beneficial

Security Ownership of Certain Beneficial 36 Item 13. Certain Relationships and Related Transactions, and Director Independence. 37 Item 14. Principal Accountant Fees and Services. 39 PART IV 41 Item 15. Exhibit and Financial Statement Schedules. 41 Item 16. Form 10-K Summary. 41 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "may," "will," "potential," "projects," "predicts," "continue," or "should," or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements of current or historical facts. These statements are based on Management's (as defined below) current expectations, but actual results may differ materially due to various factors, including, but not limited to: the Company has until February 15, 2025 (absent any extensions of such period, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain whether the Company will be able to consummate the proposed Business Combination by this date (as further described below – Initial Business Combination); our ability to complete our initial B

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View this 10-K filing on SEC EDGAR