FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tabsh Tarek		 2. Issuer Name and Ticker or Trading Symbol

Relativity Acquisition Corp [ RACY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O 3753 HOWARD HUGHES PKWY SUITE 200		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/27/2023
(Street)

LAS VEGAS, NV 89169
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 2/27/2023  C  2500380 (1)A (1)3154130 (2)I See footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (1)2/27/2023  C (1)    2500380   (1) (1)Class A Common Stock 2500380  (1)1 I See footnote (3)
Explanation of Responses:
(1) The shares of Class B common stock of the issuer, par value $0.0001 per share ("Class B Common Stock"), are convertible into an equal number of shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Common Stock"), and have no expiration date. On February 27, 2023, Relativity Acquisition Sponsor LLC (the "Sponsor") elected to convert 3,033,905 shares of their Class B Common Stock into shares of Class A Common Stock. After such conversion, the Sponsor held 3,033,905 shares of Class A Common Stock and one share of Class B Common Stock. The Sponsor then transferred 533,525 shares of Class A Common Stock to certain members of the Sponsor. Subsequent to those transfers, the Sponsor holds 2,500,380 shares of Class A Common Stock and one share of Class B Common Stock.
(2) Includes 653,750 shares of Class A Common Stock underlying private placement units (each unit consisting of one share of Class A Common Stock and one redeemable warrant, each whole warrant exercisable to purchase one share of Class A Common Stock) held by the Sponsor, acquired in connection with the issuer's initial public offering. Does not include one share of Class B Common Stock held by the Sponsor, which will automatically convert into one share of Class A Common Stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
(3) The securities reported herein are held of record by the Sponsor. Tarek Tabsh, the Chief Executive Officer and a director of the issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Tabsh may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Tabsh disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Tabsh Tarek
C/O 3753 HOWARD HUGHES PKWY SUITE 200
LAS VEGAS, NV 89169		XXChief Executive Officer
Relativity Acquisition Sponsor LLC
C/O 3753 HOWARD HUGHES PKWY SUITE 200
LAS VEGAS, NV 89169
X
Signatures
/s/ Tarek Tabsh, Manager, on behalf of Relativity Acquisition Sponsor LLC3/1/2023
**Signature of Reporting PersonDate

/s/ Tarek Tabsh3/1/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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