Welcome to our dedicated page for Relativity Acquisition SEC filings (Ticker: RACYW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Relativity Acquisition Corp. filings document SPAC material-event disclosures for a blank-check issuer and its warrant security, including trust-account mechanics, redemption accounting, capital structure, and governance matters. The company's current filing record includes an 8-K reporting non-reliance on previously issued financial statements after management identified cash-flow presentation errors related to withdrawals from the Trust Account and stock redemptions.
Its regulatory disclosures also identify the registrant's security-registration status, blank-check company context, and accounting treatment for trust assets, shareholder redemptions, and equity classification.
Relativity Acquisition Corp. is a blank-check company formed to effect a business combination. The IPO raised $146,625,000 which is held in a Trust Account invested in short-term U.S. government securities or eligible money market funds; public Units were sold at $10.00 each and include redeemable warrants exercisable at $11.50. As of June 30, 2025, there were 4,247,499 Class A shares issued and one Class B share outstanding (excluding 62,488 shares subject to possible redemption). The company has experienced significant redemptions in prior periods that reduced publicly held shares and prompted Nasdaq staff action, including a trading halt/delisting determination. The company reported a working capital deficit of $2,573,869, minimal operating cash (approximately $6,255), and recorded a probable contingent excise tax liability of $10,285 related to share redemptions. Multiple extension promissory notes and sponsor/third-party short-term loans (non-interest bearing and subject to extinguishment if no business combination occurs) have been used to support extension periods. The Company continues to classify public shares subject to redemption as temporary equity and accounts for warrants as liabilities measured at fair value.
Relativity Acquisition Corp. is a blank‑check company that has not commenced operations and holds $782,875 in a Trust Account intended to fund an initial business combination. Total assets were $802,316 against total liabilities of $3,269,604, producing a stockholders' deficit of $3,166,065. The Trust Account balance represents the primary source of funds for a transaction and redemptions.
For the six months ended June 30, 2025, the Company reported a net loss of $595,066, operating cash of $6,255 and a working capital deficit of $2,573,869. The Company recorded a warrant liability of $676,294, an excise tax payable of $10,285, and noted substantial doubt about its ability to continue as a going concern absent a business combination or sponsor financing. Stockholders approved an extension to complete a business combination to February 15, 2026.
What this amendment does: Relativity filed an amendment to its annual report to correct the date on the auditor's report and to restate parts of the prior filing. This change fixes an administrative error in the previously filed report.
What else is in the filing: The company discloses that a prior merger agreement (SVES) was mutually terminated and that it has entered into a new Business Combination Agreement to combine with Instinct Brothers Co., Ltd. The transaction contemplates $200,000,000 of contribution consideration to be paid in Pubco common stock at $10.00 per share, and existing Relativity warrants will convert into Pubco warrants with substantially the same terms. The company also states it currently has until February 15, 2026 to complete a business combination and reiterates the Trust Account balance from the IPO proceeds.