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): ~~August~~February 512, ~~2025~~ 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

Title of each class Trading Symbol(s) Name of each exchange on which registered n/a n/a n/a

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 45.0203. -Amendments ~~Non-Reliance~~to onArticles ~~Previously~~of ~~Issued~~Incorporation ~~Financial Statements~~ or ~~Related~~Bylaws; ~~Audit~~Change ~~Report~~in orFiscal ~~Completed Interim Report~~Year.

On ~~August 5~~February 12, ~~2025~~2026, ~~in connection with responding to comments from the SEC relating to the financial statements of~~ Relativity Acquisition Corp. (the ”“Company”), ~~the~~held ~~Company’s~~a ~~management~~special ~~concluded~~meeting ~~that the presentation~~ of ~~the~~stockholders ~~cash withdrawn from the Company’s Trust Account~~ (the “~~Trust Account~~Meeting”). At ~~as an investing cash outflow and~~ the ~~cash~~Meeting, ~~used to redeem stock as a financing cash inflow was made in error in~~ the Company’s ~~consolidated~~stockholders ~~statements~~approved ofan ~~cash~~amendment ~~flows~~to ~~for~~ the ~~year~~Company’s ~~ended~~second ~~December 31,~~amended ~~2024~~ and ~~the~~restated ~~quarter~~certificate ~~ended~~of ~~March~~incorporation (the ~~31,~~“Charter ~~2025.~~Amendment”) Into ~~accordance~~extend ~~with ASC 230-10-45~~ the ~~correct~~date ~~presentation~~by ~~should~~which ~~reflect~~the ~~cash~~Company ~~withdrawn~~must ~~from~~consummate ~~the~~its ~~Trust Account~~initial asbusiness ancombination ~~investing~~from ~~cash~~February ~~inflow~~15, as2026 ~~it represents a release of funds previously classified as investing assets and cash used~~ to ~~redeem~~February ~~Class A ordinary~~15, ~~shares~~2027, asor asuch ~~financing~~earlier ~~cash~~date ~~outflow,~~ as itdetermined ~~reflects~~by ~~a return of capital to shareholders and a reduction of~~ the Company’s ~~equity. The~~ ~~identified~~board ~~error~~of ~~impacted the Company’s Annual Report on Form 10-K for the year ended December 31, 2024~~directors ~~and the Quarterly Report on Form 10-Q for the period March 31, 2025~~ (~~collectively,~~ the “~~Affected Periods~~Board”). InThe ~~accordance with~~Company ~~SEC~~filed ~~Staff~~the ~~Accounting~~Charter ~~Bulletin~~Amendment ~~No. 99,~~with ~~“Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering~~ the ~~Effects~~Secretary of ~~Prior~~State ~~Year~~of ~~Misstatements when Quantifying Misstatements in Current Year Financial Statements;”~~ the ~~Company~~State ~~evaluated the~~of ~~errors and has determined that the related impacts were material~~Delaware. ~~The Company has discussed these matters with its independent auditor.~~

~~Therefore,~~The ~~the~~foregoing ~~financial~~description ~~statements~~is ~~for~~qualified ~~the~~in ~~Affected~~its ~~Periods~~entirety ~~should~~by noreference ~~longer~~to bethe ~~relied~~Charter ~~upon.~~Amendment, Asa ~~such,~~copy ~~the Company~~of which is ~~restating~~attached ~~its~~as ~~financial~~Exhibit ~~statements~~3.1 ~~for~~hereto and ~~the~~is ~~Affected~~incorporated ~~Periods~~by reference herein.

~~As a~~Item result of this error, the Company’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, and concluded that the Company’s disclosure controls and procedures are not effective because of a material weakness in the Company’s internal control over financial reporting related to the presentation of its statements of cash flows5. ~~The Company performed additional analysis as deemed necessary to ensure that its consolidated financial statements were prepared in accordance with GAAP~~07. ToSubmission ~~address~~of ~~this~~Matters ~~material weakness, management has devoted, and plans~~ to ~~continue~~a toVote ~~devote, significant effort and resources to the remediation and improvement~~ of ~~its~~Security ~~internal controls over financial reporting~~Holders.

~~SIGNATURE~~At the Meeting, an aggregate of 3,361,272 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 January 16, 2026, were represented in person or by proxy at the Meeting. The Company’s stockholders approved the Charter Amendment extending the date by which the Company has to consummate an initial business combination from February 15, 2026 to February 15, 2027, or such earlier date as determined by the Board.

~~Pursuant to the requirements~~The offinal ~~the~~voting ~~Securities~~results ~~Exchange~~for ~~Act of 1934,~~ the ~~registrant~~Extension ~~has~~Amendment ~~duly~~Proposal ~~caused~~were ~~this~~as ~~report to be signed on its behalf by the undersigned hereunto duly authorized.~~follows:

	Relativity Acquisition Corp.
For		Against	Abstain	Broker Non-Vote
	By:	/s/ Tarek Tabsh
3,356,927		4,345	0	0
		Name: Tarek Tabsh
		Title: Chief Executive Officer
Dated: August 6, 2025

In connection with the Meeting, stockholders holding 6,587 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 $84,172 (approximately $12.77 per Public Share) will be removed from the Trust Account to pay such holders and approximately $714,335 will remain in the Trust Account. Following redemptions, the Company will have 55,901 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
3.1		Amendment to the Second Amended and Restated Certificate of Incorporation.
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: February 17, 2026

RELATIVITY ACQUISITION CORP.

By:	/s/ Tarek Tabsh
	Name:	Tarek Tabsh
	Title:	Chief Executive Officer

Filing Compare · Relativity Acquisition Corp