CUSIP No. 75944B106 |
13G |
Page
1 of 8 |
1 |
NAMES
OF REPORTING PERSONS
A.G.P.
/ Alliance Global Partners, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
355,000
shares (1) |
7 |
SOLE
DISPOSITIVE POWER
0
shares |
8 |
SHARED
DISPOSITIVE POWER
355,000
shares (1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,000
shares (1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
(2) |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
BD |
| (1) | Consists
of 355,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). |
| (2) | Percent
of class is based on 4,400,794 shares of Class A Common Stock and one share of Class B Common Stock issued and outstanding as of March
3, 2023, as reported by Relativity Acquisition Corp. (the “Issuer”) on its Current Report on Form 8-K, filed with the Securities
and Exchange Commission (the “SEC”) on March 3, 2023. |
CUSIP No. 75944B106 |
13G |
Page
2 of 8 |
1 |
NAMES
OF REPORTING PERSONS
Alliance
Global Holdings, Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
355,000
shares (1) |
7 |
SOLE
DISPOSITIVE POWER
0
shares |
8 |
SHARED
DISPOSITIVE POWER
355,000
shares (1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,000
shares (1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
(2) |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| (1) | Consists
of 355,000 shares of Class A Common Stock. |
| (2) | Percent
of class is based on 4,400,794 shares of Class A Common Stock and one share of Class B Common Stock issued and outstanding as of March
3, 2023, as reported by the Issuer on its Current Report on Form 8-K, filed with the SEC on March 3, 2023. |
CUSIP No. 75944B106 |
13G |
Page
3 of 8 |
1 |
NAMES
OF REPORTING PERSONS
David
Bocchi Family Trust |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
355,000
shares (1) |
7 |
SOLE
DISPOSITIVE POWER
0
shares |
8 |
SHARED
DISPOSITIVE POWER
355,000
shares (1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,000
shares (1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
(2) |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| (1) | Consists
of 355,000 shares of Class A Common Stock. |
| (2) | Percent
of class is based on 4,400,794 shares of Class A Common Stock and one share of Class B Common Stock issued and outstanding as of March
3, 2023, as reported by the Issuer on its Current Report on Form 8-K, filed with the SEC on March 3, 2023. |
CUSIP No. 75944B106 |
13G |
Page
4 of 8 |
1 |
NAMES
OF REPORTING PERSONS
David
A. Bocchi |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
355,000
shares (1) |
7 |
SOLE
DISPOSITIVE POWER
0
shares |
8 |
SHARED
DISPOSITIVE POWER
355,000
shares (1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,000
shares (1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
(2) |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Consists
of 355,000 shares of Class A Common Stock. |
| (2) | Percent
of class is based on 4,400,794 shares of Class A Common Stock and one share of Class B Common Stock issued and outstanding as of March
3, 2023, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on March 3, 2023. |
CUSIP No. 75944B106 |
13G |
Page
5 of 8 |
1 |
NAMES
OF REPORTING PERSONS
Raffaele
Gambardella |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
355,000
shares (1) |
7 |
SOLE
DISPOSITIVE POWER
0
shares |
8 |
SHARED
DISPOSITIVE POWER
355,000
shares (1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,000
shares (1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
(2) |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Consists
of 355,000 shares of Class A Common Stock. |
| (2) | Percent
of class is based on 4,400,794 shares of Class A Common Stock and one share of Class B Common Stock issued and outstanding as of March
3, 2023, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on March 3, 2023. |
CUSIP No. 75944B106 |
13G |
Page
6 of 8 |
1 |
NAMES
OF REPORTING PERSONS
Phillip
W. Michals |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
(a)
☐
(b)
☐ |
|
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
355,000
shares (1) |
7 |
SOLE
DISPOSITIVE POWER
0
shares |
8 |
SHARED
DISPOSITIVE POWER
355,000
shares (1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,000
shares (1) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
Not
applicable. |
☐ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
(2) |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Consists
of 355,000 shares of Class A Common Stock. |
| (2) | Percent
of class is based on 4,400,794 shares of Class A Common Stock and one share of Class B Common Stock issued and outstanding as of March
3, 2023, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on March 3, 2023. |
CUSIP No. 75944B106 |
13G |
Page
7 of 8 |
Item
1.
| (a) | Name
of Issuer: Relativity Acquisition Corp. |
| (b) | Address
of Issuer’s Principal Executive Offices: 3753 Howard Hughes Pkwy, Suite 200 Las Vegas, NV, 89169 |
Item
2.
| (a) | Name
of Persons Filing: |
A.G.P.
/ Alliance Global Partners, LLC
Alliance
Global Holdings, Inc.
David
Bocchi Family Trust
David
A. Bocchi
Raffaele
Gambardella
Phillip
W. Michals
| (b) | Address
of Principal Business Office or, if None, Residence: |
88
Post Road West, 2nd Floor, Westport, Connecticut 06880
A.G.P.
/ Alliance Global Partners, LLC and Alliance Global Holdings, Inc. are organized under the laws of the State of New York.
David
Bocchi Family Trust was formed in New York.
Raffaele
Gambardella, David A .Bocchi, and Phillip W. Michals are U.S. citizens.
| (d) | Title
and Class of Securities: Class A Common Stock, par value $0.0001 |
Item
3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act; |
(b) |
☐ |
Bank as
defined in Section 3(a)(6) of the Act; |
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act; |
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940; |
(e) |
☐ |
An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) |
☐ |
An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) |
☐ |
A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) |
☐ |
A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) |
☐ |
A church
plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
(j) |
☐ |
A non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
(k) |
☐ |
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____ |
CUSIP No. 75944B106 |
13G |
Page
8 of 8 |
Item
4. Ownership
The
information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
A.G.P.
/ Alliance Global Partners, LLC (“AGP”) directly beneficially owns 355,000 shares of Class A Common Stock. As the holding
company of AGP, Alliance Global Holdings, Inc. may beneficially own such shares of Class A Common Stock of the Issuer. Based on their
ownership of Alliance Global Holdings, Inc., David Bocchi Family Trust, David A .Bocchi, Raffaele Gambardella and Phillip W. Michals
may beneficially own such shares of Class A Common Stock of the Issuer.
The
foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Class A Common
Stock owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of shares of Class A Common Stock
that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of more than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or
control person.
Not
applicable.
Item
8. Identification and classification of members of the group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certifications.
By
signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
KNOW
ALL MEN BY THESE PRESENTS, that each person or entity whose signature appears below constitutes and appoints each of Thomas Higgins and
David A. Bocchi, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and
all amendments to this Statement on Schedule 13G and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, and his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated:
March 31, 2023
A.G.P. / Alliance
Global Partners, LLC |
|
|
|
|
By: |
/s/
Thomas Higgins |
|
Name: |
Thomas
Higgins |
|
Title: |
Managing Director |
|
Alliance Global Holdings, Inc. |
|
|
|
|
By: |
/s/
Thomas Higgins |
|
Name: |
Thomas
Higgins |
|
Title: |
Principal Operations Officer |
|
RAFFAELE GAMBARDELLA |
|
|
|
|
By: |
/s/
Raffaele Gambardella |
|
Name: |
Raffaele
Gambardella |
|
Title: |
Chief Operating
Officer and Chief Risk Officer |
|
|
|
PHILLIP
W. MICHALS |
|
|
|
|
By: |
/s/
Phillip W. Michals |
|
Name: |
Phillip
W. Michals |
|
Title: |
Chief
Executive Officer |
|
DAVID BOCCHI FAMILY TRUST |
|
|
|
|
By: |
/s/
David A. Bocchi |
|
Name: |
David A. Bocchi |
|
Title: |
Trustee |
|
DAVID A. BOCCHI |
|
|
By: |
/s/ David A. Bocchi |
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of
filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
March
31, 2023
A.G.P. / Alliance
Global Partners, LLC |
|
|
|
|
By: |
/s/
Thomas Higgins |
|
Name: |
Thomas
Higgins |
|
Title: |
Managing Director |
|
Alliance Global Holdings, Inc. |
|
|
|
|
By: |
/s/
Thomas Higgins |
|
Name: |
Thomas
Higgins |
|
Title: |
Principal Operations Officer |
|
RAFFAELE GAMBARDELLA |
|
|
|
|
By: |
/s/
Raffaele Gambardella |
|
Name: |
Raffaele
Gambardella |
|
Title: |
Chief Operating
Officer and Chief Risk Officer |
|
|
|
PHILLIP
W. MICHALS |
|
|
|
|
By: |
/s/
Phillip W. Michals |
|
Name: |
Phillip
W. Michals |
|
Title: |
Chief
Executive Officer |
|
DAVID BOCCHI FAMILY TRUST |
|
|
|
|
By: |
/s/
David A. Bocchi |
|
Name: |
David A. Bocchi |
|
Title: |
Trustee |
|
DAVID A. BOCCHI |
|
|
By: |
/s/ David A. Bocchi |
|