Relativity Acquisition (ACQC) files 12b-25 notice delaying Form 10-K

Rhea-AI Filing Summary

Relativity Acquisition Corp. filed a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K could not be filed on time. The company checked Rule 12b-25(b), stating it needs additional time to finalize disclosures and expects to file within the permitted extension period. The notification is signed by Tarek Tabsh, Chief Executive Officer, dated March 31, 2026.

Key Figures

SEC File Number: 333 204074 Form type: NT 10-K (Form 12b-25 for Form 10-K) Notice date: March 31, 2026 +1 more

4 metrics

SEC File Number 333 204074 Form 12b-25 cover table

Form type NT 10-K (Form 12b-25 for Form 10-K) Cover selection indicating delayed annual report

Notice date March 31, 2026 Signature date of CEO Tarek Tabsh

Company contact 212-407-4866 Contact listed as Giovanni Caruso

Key Terms

Rule 12b-25, Form 10-K, Notification of Late Filing

3 terms

Rule 12b-25 regulatory

"The Company checked Rule 12b-25(b) stating it needs additional time"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K financial

"The Annual Report on Form 10-K of Relativity Acquisition Corp."

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Notification of Late Filing regulatory

"FORM 12b-25 | NOTIFICATION OF LATE FILING"

  UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25 

		SEC FILE NUMBER
	NOTIFICATION OF LATE FILING	333            204074

		CUSIP NUMBER
(Check One):	x Form 10-K     ¨ Form 20-F     ¨ Form 11-K     ¨ Form 10-Q     ¨ Form 10-D ¨ Form N-CEN     ¨ Form N-CSR

For Period Ended: December 31, 2025

¨ 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:

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:

PART I

REGISTRANT INFORMATION

Full Name of Registrant:

RELATIVITY ACQUISITION CORP.

Former Name if Applicable:

Address of Principal Executive Office (Street and Number)

c/o 3753 Howard Hughes Pkwy

Suite 200

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)

x	(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 Annual Report on Form 10-K 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

Giovanni Caruso		212		407-4866
(Name)		(Area Code)		(Telephone Number)

(2)	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
(3)	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
	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.

RELATIVITY ACQUISITION CORP.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date : March 31, 2026	By:	/s/ Tarek Tabsh
		Name:	Tarek Tabsh
		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.

ATTENTION

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.

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.

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.

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.

FAQ

What does Relativity Acquisition Corp.'s (ACQC) Form 12b-25 mean?

It notifies a late 10-K filing and requests an extension under Rule 12b-25. The company says it needs more time to finalize disclosures and has a signed notice dated March 31, 2026.

Will ACQC file its Form 10-K after this 12b-25 notification?

Yes — the company indicated it will use the Rule 12b-25 extension. By checking Rule 12b-25(b), it states it will file the annual report within the permitted extension period following the prescribed due date.

Does the 12b-25 filing say results will materially change for ACQC?

No — the company checked that no significant change in results is anticipated. The form indicates that earnings statements included in the delayed report are not expected to show a significant change versus the prior corresponding period.

Who signed the late-filing notice for ACQC and when?

The notice was signed by Chief Executive Officer Tarek Tabsh on March 31, 2026. The form lists a contact, Giovanni Caruso, with telephone number 212-407-4866 for follow-up.

Does this 12b-25 filing mean ACQC missed other periodic reports?

No — the company confirmed all other periodic reports for the prior 12 months have been filed. The form includes a checked box indicating compliance with other Section 13 or 15(d) reporting obligations during the period.