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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 5,
2025
Relativity
Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41283 |
|
86-3244927 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
c/o 3753 Howard Hughes Pkwy
Suite 200
Las Vegas, NV 89169
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (888) 710-4420
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
None
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| n/a |
|
n/a |
|
n/a |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.02 - Non-Reliance on
Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
On
August 5, 2025, in connection with responding to comments from the SEC relating to the financial statements of Relativity Acquisition
Corp. (the ”Company”), the Company’s management concluded that the presentation of the cash withdrawn from the Company’s
Trust Account (the “Trust Account”) as an investing cash outflow and the cash used to redeem stock as a financing cash inflow
was made in error in the Company’s consolidated statements of cash flows for the year ended December 31, 2024 and the quarter
ended March 31, 2025. In accordance with ASC 230-10-45 the correct presentation should reflect cash withdrawn from the Trust Account
as an investing cash inflow, as it represents a release of funds previously classified as investing assets and cash used to redeem Class A
ordinary shares as a financing cash outflow, as it reflects a return of capital to shareholders and a reduction of the Company’s
equity. The identified error impacted the Company’s Annual Report on Form 10-K for the year ended December 31, 2024
and the Quarterly Report on Form 10-Q for the period March 31, 2025 (collectively, the “Affected Periods”). In accordance
with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated
the errors and has determined that the related impacts were material. The Company has discussed these matters with its independent auditor.
Therefore,
the financial statements for the Affected Periods should no longer be relied upon. As such, the
Company is restating its financial statements for the Affected Periods.
As
a result of this error, the Company’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of
the Exchange Act, and concluded that the Company’s disclosure controls and procedures are not effective because of a material weakness
in the Company’s internal control over financial reporting related to the presentation of its statements of cash flows. The Company
performed additional analysis as deemed necessary to ensure that its consolidated financial statements were prepared in accordance with
GAAP. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to
the remediation and improvement of its internal controls over financial reporting.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Relativity Acquisition Corp. |
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|
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By: |
/s/ Tarek Tabsh |
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Name: Tarek Tabsh |
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Title: Chief Executive Officer |
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| Dated: August 6, 2025 |
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