Correspondence 0001213900-25-007028 from Relativity Acquisition Corp (ACQC)
Relativity Acquisition Corp
Date: Jan. 27, 2025 · CIK: 0001860484 · Accession: 0001213900-25-007028
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41283
Referenced dates: January 14, 2025
Letter
Division of Corporation Finance Office of Real Estate and Construction Securities and Exchange Commission Re: Relativity Acquisition Corp (the “Company”) Preliminary Proxy Statement on Schedule 14A Filed January 17, 2025 File No. 001-41283
Dear Catherine De Lorenzo:
The Company hereby files its Amendment No. 1 to Preliminary Proxy on Schedule 14A (“Pre 14A/A”). The Pre 14A/A has been revised in accordance with the Commission’s comment letter dated January 14, 2025 (“Comment Letter”).
To assist the staff in its review of the Company’s responses, we have provided a copy of Pre 14A/A “marked to show changes,” and our responses below correspond to each comment number in the Comment Letter.
Preliminary Proxy Statement on Schedule 14A
Risk Factor, Page 12
1. In accordance with your comment, we have added a Risk Factor regarding (i)the citizenship of the Company’s CEO and sponsor members and (ii) the absence of control by non-U.S. persons to page 17.
Proposal One - Third Extension Amendment Proposal, page 20
2. In accordance with your comment, we have added substantial disclosure to Risk Factors on page 15 regarding NASDAQ Rules and their impact on the Company.
We believe that we have responded to all your comments fairly and reasonably. Please do not hesitate to contact the undersigned as soon as possible should you have any further questions or comments.
Thank you for your cooperation and courtesies in this matter.
Very truly yours,
Barnett & Linn
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CORRESP
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filename1.htm
BARNETT
& LINN
ATTORNEYS
AT LAW
60 Kavenish Drive •
Rancho Mirage, CA 92270
www.barnettandlinn.com
WILLIAM B. BARNETT
TELEPHONE:
442-274-7571
Attorney/Principal
wbarnett@wbarnettlaw.com
January
27, 2025
Division
of Corporation Finance
Office
of Real Estate and Construction
Securities
and Exchange Commission
100
F Street NE
Washington
D.C. 20549
Attn: Catherine
De Lorenzo, Staff Attorney
David
Link, Staff Attorney
Re: Relativity
Acquisition Corp (the “Company”)
Preliminary
Proxy Statement on Schedule 14A
Filed
January 17, 2025
File
No. 001-41283
Dear
Catherine De Lorenzo:
The
Company hereby files its Amendment No. 1 to Preliminary Proxy on Schedule 14A (“Pre 14A/A”). The Pre 14A/A has been revised
in accordance with the Commission’s comment letter dated January 14, 2025 (“Comment Letter”).
To
assist the staff in its review of the Company’s responses, we have provided a copy of Pre 14A/A “marked to show changes,”
and our responses below correspond to each comment number in the Comment Letter.
Preliminary
Proxy Statement on Schedule 14A
Risk
Factor, Page 12
1. In
accordance with your comment, we have added a Risk Factor regarding (i)the citizenship of
the Company’s CEO and sponsor members and (ii) the absence of control by non-U.S. persons
to page 17.
Proposal
One - Third Extension Amendment Proposal, page 20
2. In
accordance with your comment, we have added substantial disclosure to Risk Factors on page 15 regarding NASDAQ Rules and their
impact on the Company.
We
believe that we have responded to all your comments fairly and reasonably. Please do not hesitate to contact the undersigned as soon
as possible should you have any further questions or comments.
Thank
you for your cooperation and courtesies in this matter.
Very truly yours,
Barnett & Linn
William B. Barnett
WBB: lg
cc/ Mr. Tabsh, CEO