STOCK TITAN
  1. Home
  2. Sec-filings
  3. ACQC
  4. [8-K] Relativity Acquisition Corp Reports Material Event

Relativity Acquisition (ACQC) holders back merger with limited redemptions

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Relativity Acquisition Corp. reported that stockholders approved its business combination and an amendment proposal at a special meeting held on March 25, 2026. A quorum of 3,362,137 common shares was represented in person or by proxy.

The Business Combination Proposal passed with 3,358,333 votes for, 146 against, and 3,658 abstentions. The Amendment Proposal received 3,358,290 votes for, 189 against, and 3,658 abstentions, with no broker non-votes for either item.

Holders of 15,279 public Class A shares elected redemption for approximately $192,821, or about $12.62 per share, to be withdrawn from the Trust Account before closing. After these redemptions, about $518,872 will remain in the Trust Account and the company will have 40,622 Public Shares outstanding.

Positive

  • Stockholders overwhelmingly approved both the Business Combination Proposal and Amendment Proposal, removing a key closing condition for Relativity Acquisition Corp.’s planned business combination.

Negative

  • None.

Insights

Stockholders approved the SPAC’s business combination with modest redemptions and a small trust balance remaining.

Relativity Acquisition Corp. obtained strong stockholder support for both its business combination and charter amendment, with over three million votes cast and only a handful against or abstaining on each proposal. This clears a key governance hurdle to closing the transaction.

Redemptions covered $192,821 for 15,279 public Class A shares at roughly $12.62 per share, leaving about $518,872 in the Trust Account and 40,622 Public Shares outstanding. The relatively small remaining trust size suggests the post‑combination entity will rely more on other capital sources than on trust cash.

Subsequent disclosures around the closing of the business combination and any related financing arrangements will provide a fuller picture of the combined company’s capitalization and liquidity profile.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented at meeting 3,362,137 shares Common stock present or represented at special meeting on March 25, 2026
Business Combination votes for 3,358,333 votes Votes for Business Combination Proposal at special meeting
Redemptions amount $192,821 Total paid from Trust Account to redeem 15,279 public Class A shares
Redemption price per share $12.62 per share Approximate pro rata amount from Trust Account per redeemed Public Share
Trust Account remaining $518,872 Approximate Trust Account balance after paying redemptions
Public Shares outstanding 40,622 shares Public Shares outstanding after giving effect to redemptions
Redeemed Public Shares 15,279 shares Public Class A common shares redeemed in connection with the meeting
Business Combination Proposal financial
"The final voting results for the Business Combination Proposal were as follows"
Amendment Proposal financial
"The final voting results for the Amendment Proposal were as follows"
Trust Account financial
"will be removed from the Trust Account immediately prior to the closing"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Public Shares financial
"approximately $12.62 per Public Share) will be removed from the Trust Account"
quorum financial
"3,362,137 shares of the Company’s common stock, which represents a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 ... Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false 0001860484 0001860484 2026-03-25 2026-03-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): March 25, 2026

 

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)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ 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

 

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 x

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On March 25, 2026, Relativity Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”). At the Meeting, an aggregate of 3,362,137 shares of the Company’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of February 25, 2026, were represented in person or by proxy at the Meeting.

 

At the Meeting, the Company’s stockholders approved:

 

·a proposal to adopt and approve the business combination agreement, dated as of February 28, 2025 (as amended and restated on October 22, 2025), by and among the Company, Relativity Holdings Inc., Instinct Bio Technical Company Inc., parties thereto, as described in more detail in the proxy statement relating to the Meeting (the “Business Combination Proposal”).
·a proposal to amend the second amended and restated certificate of incorporation of the Company to eliminate the requirement that the Company, or any entity that succeeds the Company, retain at least $5,000,001 of net tangible assets following the redemption of public shares in connection with the business combination (the “Amendment Proposal”).

 

The final voting results for the Business Combination Proposal were as follows:

 

For   Against   Abstain   Broker Non-Vote
3,358,333   146   3,658   0

 

The final voting results for the Amendment Proposal were as follows:

 

For   Against   Abstain   Broker Non-Vote
3,358,290   189   3,658   0

 

In connection with the Meeting, stockholders holding 15,279 public shares of the Company’s Class A common stock (“Class A Shares”) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $192,821 (approximately $12.62 per Public Share) will be removed from the Trust Account immediately prior to the closing of the business combination to pay such holders and approximately $518,872 will remain in the Trust Account. Following redemptions, the Company will have 40,622 Public Shares outstanding.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

Dated: March 30, 2026

 

  RELATIVITY ACQUISITION CORP.
     
  By:  /s/ Tarek Tabsh
    Name: Tarek Tabsh
    Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Relativity Acquisition Corp. (ACQC) stockholders approve at the special meeting?

Stockholders approved the company’s Business Combination Proposal and an Amendment Proposal. Both items received overwhelming support, with more than 3.35 million votes in favor and only minimal opposition or abstentions, clearing a major step toward completing the planned business combination.

How many Relativity Acquisition Corp. (ACQC) shares were represented at the meeting?

An aggregate of 3,362,137 common shares were represented in person or by proxy. This level of participation constituted a quorum of the outstanding common stock entitled to vote as of the February 25, 2026 record date, allowing the proposals to be validly approved.

What were the vote totals on Relativity Acquisition Corp.’s Business Combination Proposal?

The Business Combination Proposal received 3,358,333 votes for, 146 votes against, and 3,658 abstentions, with no broker non-votes. This voting pattern indicates very strong stockholder support for proceeding with the proposed business combination transaction.

How many Relativity Acquisition Corp. (ACQC) public shares were redeemed and at what value?

Holders of 15,279 public Class A shares exercised redemption rights for approximately $192,821 in total. This equates to about $12.62 per redeemed Public Share, funded from the company’s Trust Account immediately before the business combination closing.

How much will remain in Relativity Acquisition Corp.’s Trust Account after redemptions?

After paying approximately $192,821 for redeemed public shares, about $518,872 will remain in the Trust Account. Following these redemptions, the company expects to have 40,622 Public Shares outstanding ahead of completing the business combination.

How many Relativity Acquisition Corp. Public Shares remain outstanding after the meeting?

After processing redemptions of 15,279 public Class A shares, Relativity Acquisition Corp. will have 40,622 Public Shares outstanding. This reflects the reduced public float that will carry into the period immediately before the closing of the business combination.

Filing Exhibits & Attachments

3 documents

Other Documents