Relativity Acquisition Sponsor LLC - Feb 10, 2022 Form 3 Insider Report for Relativity Acquisition Corp (RACY)

Role
10%+ Owner
Signature
/s /Tarek Tabsh, Managing Member
Stock symbol
RACY
Transactions as of
Feb 10, 2022
Transactions value $
$0
Form type
3
Date filed
2/10/2022, 05:14 PM
Next filing
Feb 17, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding RACY Class B Common Stock Feb 10, 2022 Class A Common Stock 3.03M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-1 (File No. 333-262156) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically be converted into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.
F2 These shares represent Class B common stock held by Relativity Acquisition Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 468,750 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.
F3 Relativity Acquisition Sponsor LLC, Chief Executive Officer of the issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Tabsh may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Mr. Tabsh disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.