SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 18, 2025

Tarek Tabsh
Chief Executive Officer
Relativity Acquisition Corp
3753 Howard Hughes Pkwy Suite 200
Las Vegas, NV 89169

 Re: Relativity Acquisition Corp
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41283
Dear Tarek Tabsh:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Giovanni Caruso
 Partner

 345 Park Avenue
 New York, NY 10154
 Direct      212.407.4866
 Main        212.407.4000
 Fax           212.407.4990
gcaruso@loeb.com

 Via EDGAR

 August 7, 2025

 Al Pavot and Li Xiao

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Relativity Holdings Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 File No. 001-41283

 Dear Mr. Pavot and Ms. Xiao:

 On behalf of our client, Relativity Holdings Inc. (the "Company"),
we hereby provide a response to the comments issued in a letter dated July 21, 2025 (the "Staff's Letter") regarding
the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2024 (the "10-K"). Contemporaneously,
we are filing an amended 10-K (the "Amended 10-K") [and 10-Q for the quarter ended March 31, 2025] via Edgar (the "Amended
Registration Statement").

 In order to facilitate the review by the Commission's staff (the
 "Staff") of the Amended 10-K, we have responded, on behalf of the Company, to the comments set forth in the Staff's
Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments and correspond to the
numbered paragraph in the Staff's Letter.

 Form 10-K for the Fiscal Year Ended December 31,
2024
Statements of Cash Flows, page F-6

 1. It appears that the cash received from your
Trust account should be reported as an investing cash inflow instead of as an outflow. Also, the cash paid to redeem stock should be reported
as a financing outflow instead of as an inflow. In this regard we note the description of the redemption transaction on page F-14. The
impact of this issue is material to your reported investing and financing cash flows for the year. It appears that the audit report and
financial statements may need to include error correction disclosures. A similar issue is noted in your March 31, 2025 Form 10-Q. Please
revise or advise.

 Los Angeles New York Chicago Nashville
 Washington, DC San Francisco Beijing Hong Kong www.loeb.com

 For the United States offices, a
 limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 Al Pavot and Li Xiao
 August 7, 2025
 Page 2

 Response: The Company advised
that the presentation of the cash withdrawn from the Trust Account as an investing cash outflow and the cash used to redeem stock as a
financing cash inflow was made in error. In accordance with ASC 230-10-45 the correct presentation should reflect:

 · Cash withdrawn from the Trust Account as an
investing cash inflow, as it represents a release of funds previously classified as investing assets.

 · Cash used to redeem Class A ordinary shares
as a financing cash outflow, as it reflects a return of capital to shareholders and a reduction of the Company's equity.

 The Company has revised the statements of cash flows
in the Amended 10-K and the disclosure on page F-6 to correct these classifications.

 2. In the event you amend the 10-K and 10-Q,
please ensure to include the appropriate reference of the year in your 906 certifications where we note the year ended December 31, 2023
was referenced for your 2024 10-K, and also include the leading sentence referring to internal control over financial reporting in Item
4 as well as Item 4(b) in your 302 certifications we note as missing for your March 31, 2025 10-Q. Please also ensure these certifications
are currently dated and properly refer to the 10-K and 10-Q amendment.

 Response: The certifications
have been revised in the Amended 10-K and the Amended 10-Q in accordance with the Staff's comments.

 Please call me at 212-407-4866 if you would like additional information
with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Giovanni Caruso

 Giovanni Caruso

 Partner

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 21, 2025

Tarek Tabsh
Chief Executive Officer
Relativity Acquisition Corp
3753 Howard Hughes Pkwy Suite 200
Las Vegas, NV 89169

 Re: Relativity Acquisition Corp
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41283
Dear Tarek Tabsh:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Statements of Cash Flows, page F-6

1. It appears that the cash received from your Trust account should be
reported as an
 investing cash inflow instead of as an outflow. Also, the cash paid to
redeem stock
 should be reported as a financing outflow instead of as an inflow. In
this regard we
 note the description of the redemption transaction on page F-14. The
impact of this
 issue is material to your reported investing and financing cash flows
for the year. It
 appears that the audit report and financial statements may need to
include error
 correction disclosures. A similar issue is noted in your March 31, 2025
Form 10-Q.
 Please revise or advise.
 July 21, 2025
Page 2
Exhibits

2. In the event you amend the 10-K and 10-Q, please ensure to include the
appropriate
 reference of the year in your 906 certifications where we note the year
ended
 December 31, 2023 was referenced for your 2024 10-K, and also include
the lead-
 in sentence referring to internal control over financial reporting in
Item 4 as well as
 Item 4(b) in your 302 certifications we note as missing for your March
31, 2025 10-Q.
 Please also ensure these certifications are currently dated and properly
refer to the 10-
 K and 10-Q amendment.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Al Pavot at 202-551-3738 or Li Xiao at 202-551-4391 with
any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
</TEXT>
</DOCUMENT>

January 28, 2025
Tarek Tabsh
Chief Executive Officer
Relativity Acquisition Corp.
3753 Howard Hughes Pkwy Suite 200
Las Vegas, NV 89169
Re:Relativity Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed January 17, 2025
File No. 001-41283
Dear Tarek Tabsh:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:William B. Barnett, Esq.

CORRESP
1
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

January 24, 2025
Tarek Tabsh
Chief Executive Officer
Relativity Acquisition Corp.
3753 Howard Hughes Pkwy Suite 200
Las Vegas, NV 89169
Re:Relativity Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed January 17, 2025
File No. 001-41283
Dear Tarek Tabsh:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 12
1.We note you have revised your disclosure on page 15 addressing that
some investments or acquisitions that may affect national security are subject to
review by the Committee on Foreign Investment in the United States
(“CFIUS”). Please revise your disclosure to address whether your sponsor is, is
controlled by, has any members who are, or has substantial ties with or substantial
interests with, a non-U.S. person. Also briefly address the citizenship of your CEO
and other members of the sponsor. Finally clarify in your risk factor disclosure how
these facts could impact your ability to complete your initial business combination.

Proposal One - The Third Extension Amendment Proposal, page 20
We note that you are seeking to extend your termination date to February 15, 2026, a
date which is 48 months from your initial public offering. We also note that you are
currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October 2.

January 24, 2025
Page 2
7, 2024 to provide for the immediate suspension and delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to state that your
securities will face immediate suspension and delisting action once you receive a
delisting determination letter from Nasdaq after the 36-month window ends on
February 15, 2025. Please disclose the risks of non-compliance with this rule,
including that under the new framework, Nasdaq may only reverse the determination
if it finds it made a factual error applying the applicable rule. In addition, please also
disclose the consequences of any such suspension or delisting, including that your
stock may be determined to be a penny stock and the consequences of that
designation, that you may no longer be attractive as a merger partner if you are no
longer listed on an exchange, any potential impact on your ability to complete an
initial business combination, any impact on the market for your securities including
demand and overall liquidity for your securities, and any impact on securities holders
due to your securities no longer being considered “covered securities.”
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Catherine De Lorenzo at 202-551-3772 or David Link at 202-551-3356
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:William B. Barnett, Esq.

United States securities and exchange commission logo
December 14, 2022
Tarek Tabsh
Chief Executive Officer
Relativity Acquisition Corp.
3753 Howard Hughes Pkwy, Suite 200
Las Vegas, NV 89169
Re:Relativity Acquisition Corp.
Form 10-K for the fiscal year ended December 31, 2021
Filed March 31, 2022
File No. 001-41283
Dear Tarek Tabsh:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

RELATIVITY ACQUISITION CORP.

c/o 3753 Howard Hughes Pkwy

Suite 200

Las Vegas, NV 89169

December 12, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attention: Jeffrey Lewis and Isaac Esquivel

    Re:
    Relativity Acquisition Corp.

Form 10-K for the year ended December
31, 2021

Filed on March 31, 2022

File No. 001-41283

Dear Mr. Lewis and Ms. Esquivel:

Relativity Acquisition Corp.
(the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on November 30, 2022, relating to the Form 10-K for
the year ended December 31, 2021, filed by the Company with the Commission on March 31, 2022 (the “Form 10-K”). For
the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed the comment with the Company’s
response.

Form 10-K for the year ended December 31, 2021

General

    1.
    With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.

Response: The Company respectfully advises
the Staff that its sponsor, Relativity Acquisition Sponsor LLC, is a Delaware limited liability company, and is neither controlled by,
nor does it have substantial ties with, any non-U.S. person.

* * *

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 12, 2022

Page 2

We thank the Staff for its
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Anthony Ain, Esq., of Ellenoff Grossman & Schole LLP, at aain@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    Relativity Acquisition Corp.

    By:
    /s/ Tarek Tabsh

    Name:
    Tarek Tabsh

    Title:
    Chief Executive Officer

cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
November 30, 2022
Tarek Tabsh
Chief Executive Officer
Relativity Acquisition Corp.
3753 Howard Hughes Pkwy, Suite 200
Las Vegas, NV 89169
Re:Relativity Acquisition Corp.
Form 10-K for the fiscal year ended December 31, 2021
Filed March 31, 2022
File No. 001-41283
Dear Tarek Tabsh:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined

 FirstName LastNameTarek Tabsh
 Comapany NameRelativity Acquisition Corp.
 November 30, 2022 Page 2
 FirstName LastName
Tarek Tabsh
Relativity Acquisition Corp.
November 30, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or Isaac Esquivel,
Staff Accountant, at (202) 551-3395 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

February 9, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Relativity Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-262156

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as representative of the several
underwriters, hereby joins Relativity Acquisition Corp. (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-262156) (the “Registration Statement”)
to become effective on Thursday, February 10, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Ellenoff, Grossman & Schole LLP, request by telephone that such Registration Statement
be declared effective.

Pursuant to Rule 460 of
the General Rules and Regulations under the 1933 Act, the undersigned advise that approximately 415 copies of the Preliminary Prospectus
are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The several underwriters
are aware of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, including the delivery requirement contained in such Rule.

  Very
truly yours,

  A.G.P./ALLIANCE
GLOBAL PARTNERS

  By:       /s/
Thomas J. Higgins

  Name:
	Thomas J. Higgins

Title:
	  Managing Director

CORRESP
1
filename1.htm

RELATIVITY ACQUISITION CORP.

c/o 3753 Howard Hughes Pkwy

Suite 200

Las Vegas, NV 89169

February 9, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C.  20549

    Re:
    Relativity Acquisition Corp.

Registration Statement on Form S-1

Filed January 13, 2021, as amended

File No. 333-262156

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Relativity Acquisition Corp. hereby requests acceleration of effectiveness of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on Thursday, February 10, 2022, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Tarek Tabsh

    Tarek Tabsh

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Manatt, Phelps & Phillips, LLP

United States securities and exchange commission logo
December 27, 2021
Tarek Tabsh
Chief Executive Officer
Relativity Acquisition Corp.
c/o 3753 Howard Hughes Pkwy, Suite 200
Las Vegas, NV 89169
Re:Relativity Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted December 20, 2021
CIK No. 0001860484
Dear Mr. Tabsh:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please contact Shih-Kuei Chen at 202-551-7664 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jessica Yuan