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

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Tarek Tabsh
Stock symbol: RACY
Transactions as of: Feb 10, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/10/2022, 05:18 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		See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the registrant's registration statement on Form S-1 (File No. 333-262156) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.
F2	These shares represent the 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 registrant. 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 initial public offering of the registrant's securities do not exercise their over-allotment option in full as described in the registrant's registration statement. The reporting person is the managing member of the Sponsor, and may be deemed to have beneficial ownership of the shares of Class B common stock held by the Sponsor. The reporting person disclaims beneficial ownership over any securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Content

As described in the registrant's registration statement on Form S-1 (File No. 333-262156) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

These shares represent the 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 registrant. 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 initial public offering of the registrant's securities do not exercise their over-allotment option in full as described in the registrant's registration statement. The reporting person is the managing member of the Sponsor, and may be deemed to have beneficial ownership of the shares of Class B common stock held by the Sponsor. The reporting person disclaims beneficial ownership over any securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.