Relativity Acquisition Corp. Announces Receipt of Nasdaq Delisting Determination; Company to Request Hearing
January 19 2023 - 4:00PM
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
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