Relativity Acquisition Corp. Announces Receipt of Nasdaq Delisting Determination; Company to Request Hearing

Rhea-AI Summary

Relativity Acquisition Corp. (Nasdaq: RACY) announced that it received a determination letter from Nasdaq indicating non-compliance with multiple Listing Rules due to insufficient market capitalization and publicly held shares. The letter also raises concerns about the company's compliance with total holder requirements amid significant shareholder redemptions, totaling over 14 million shares in December 2022. The company has requested a hearing to appeal the delisting decision, which will temporarily suspend any immediate actions until a panel decision is made. The outcome remains uncertain, potentially affecting share trading and compliance status.

Positive

• The company is appealing the Nasdaq delisting, which allows time for potential compliance.
• The hearing request stays any immediate suspension or delisting of the company's securities.

Negative

• Non-compliance with Nasdaq Listing Rules regarding market value and publicly held shares.
• Concerns over total holder requirements due to high shareholder redemptions.
• The risk of delisting could negatively impact stock trading and visibility.

NEW YORK, NY, Jan. 19, 2023 (GLOBE NEWSWIRE) -- Relativity Acquisition Corp. (Nasdaq: RACY) (the “Company”) announced today that, on January 12, 2023, the Company received a determination letter (the “Letter”) from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the requirements of the Nasdaq Listing Rules set forth in (i) Listing Rule 5450(b)(2)(A), requiring a minimum of $50 million Market Value of Listed Securities, (ii) Listing Rule 5450(b)(2)(B), requiring a minimum 1,100,000 Publicly Held Shares, and (iii) Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares. In addition, the Letter stated that the Company does not comply with either of the alternative requirements for continued listing on The Nasdaq Global Market under Listing Rules 5450(b)(1) or 5450(b)(3), or the requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550. The Letter also indicated that the Staff had concerns that the Company may no longer comply with the minimum 400 Total Holders requirement of Listing Rule 5450(a)(2) due to the substantial number of shareholder redemptions and low number of shares remaining outstanding. Additionally, the Letter indicated that while companies are normally afforded compliance periods or the ability to submit a plan of compliance in order to be granted time to regain compliance, the Staff had determined to apply a more stringent criteria as permitted under Nasdaq Listing Rule 5101 to delist the Company’s securities from The Nasdaq Global Market. As a result, the Letter indicated that the Staff had determined to delist the Company’s securities from The Nasdaq Global Market.  The Staff’s determination was based on the Company’s Current Report on Form 8-K filed with Securities and Exchange Commission (the “SEC”) on December 28, 2022, in which the Company disclosed that 14,221,705 shares of Class A common stock exercised their redemption rights in connection with a special meeting of stockholders held on December 21, 2022. In addition, on January 11, 2023, the Staff determined to halt trading in the Company’s securities.

The Company has requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s delisting determination. A hearing request stays any suspension or delisting of the Company’s securities, and the Company’s securities will continue to be listed on The Nasdaq Global Market until the hearing process concludes and the Panel issues a written decision following the hearing. At this juncture, the Company is unable to provide assurance as to if and when the trading halt will be released.

Finally, there can be no assurance that the Panel will grant the Company’s request for continued listing on Nasdaq.  

About Relativity Acquisition Corp.

Relativity Acquisition Corp. is a blank check company sponsored by Relativity Acquisition Sponsor LLC, a Delaware limited liability company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company has focused on targets in the legalized cannabis industry and will continue to explore targets in the legalized cannabis industry as well as in other business, industries, or geographical locations, including, but not limited to, related industries such as consumer packaged goods, health & wellness, technology, pharmaceuticals, manufacturing, distribution, logistics and brand management.

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering and the Company’s annual or quarterly reports or proxy statement filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company Contact:

Email: info@relativityacquisitions.com

Website: www.relativityacquisitions.com

Press Inquiries: rosie@mattio.com

FAQ

What was the reason for Relativity Acquisition Corp.'s delisting notice on January 12, 2023?

The Nasdaq issued a delisting notice due to non-compliance with market value and shareholding requirements.

What is the stock symbol for Relativity Acquisition Corp.?

The stock symbols are RACYU, RACY, and RACYW.

How many shares were redeemed by shareholders before the delisting notice?

Over 14 million shares of Class A common stock were redeemed.

What steps is Relativity Acquisition Corp. taking to address the delisting issue?

The company has requested a hearing to appeal the Nasdaq's delisting determination.

What could be the potential impact of being delisted from Nasdaq for Relativity Acquisition Corp.?

Delisting could lead to reduced trading liquidity and diminished investor confidence.