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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25 |
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NOTIFICATION OF LATE FILING |
SEC FILE NUMBER |
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204074 |
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| (Check
One): ¨ Form
10-K ¨ Form 20-F ¨ Form
11-K x Form
10-Q ¨ Form 10-D ¨ Form
N-CEN ¨ Form N-CSR |
CUSIP NUMBER |
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For Period Ended: March 31, 2026
¨ Transition
Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed
to imply that the Commission has verified any information contained herein. |
| If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
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PART I
REGISTRANT INFORMATION
| Full Name of Registrant: |
| RELATIVITY ACQUISITION CORP. |
| Former Name if Applicable: |
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| Address of Principal Executive Office (Street and Number) |
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c/o 3753 Howard Hughes Pkwy
Suite 200
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| City, State and Zip Code: |
| Las Vegas, NV 89169 |
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable detail the reasons why
Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period.
The Quarterly Report on Form 10-Q of Relativity Acquisition Corp. (the “Company”) could not be filed within the
prescribed time period because the Company needs additional time to finalize its disclosures.
PART IV
OTHER INFORMATION
| (1) | Name
and telephone number of person to contact in regard to this notification |
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Giovanni Caruso |
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| 407-4866 |
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(Name) |
| (Area Code) |
| (Telephone Number) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s). |
x Yes ¨ No |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
o Yes x No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
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RELATIVITY
ACQUISITION CORP. |
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(Name of Registrant as Specified in Charter) |
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Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date : May 18, 2026 |
By: |
/s/ Tarek Tabsh |
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Name: |
Tarek Tabsh |
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Title: |
Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive
officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION |
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| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
GENERAL INSTRUCTIONS
| 1. | This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the
Securities Exchange Act of 1934. |
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| 2. | One signed original and four conformed copies of this form and amendments thereto must be completed and
filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. |
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| 3. | A manually signed copy of the form and amendments thereto shall be filed with each national securities
exchange on which any class of securities of the registrant is registered. |
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| 4. | Amendments to the notifications must also be filed on form 12b-25 but need not restate information that
has been correctly furnished. The form shall be clearly identified as an amended notification. |
