Relativity Acquisition Corp

Relativity Acquisition Corp. is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the company initially focused on targets in the legalized cannabis industry, it has also actively explored business combination targets in other businesses, industries or geographical locations, including, but not limited to, related industries such as consumer packaged goods, health & wellness, technology, pharmaceuticals, manufacturing, distribution, logistics and brand management. The company has no operating history and has not commenced any operations, with all activity for the period from inception through December 31, 2025 relating to its formation, initial public offering, and identifying a target company for a business combination.

The company consummated its Initial Public Offering on February 15, 2022, selling 14,375,000 Units at a price of $10.00 per Unit, generating gross proceeds of $143,750,000 ¹. Simultaneously with the closing of the IPO, the company completed the private sale of 653,750 Private Placement Units to its Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $6,537,500 ². A total of $146,625,000 from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in the Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee ³.

On February 28, 2025, the company entered into a Business Combination Agreement with Instinct Brothers Co., Ltd, a corporation organized under the laws of Japan, and other parties. Pursuant to the Business Combination Agreement, each Seller shall contribute all of its ownership interests in each Operating Company to Pubco in exchange for aggregate consideration in the amount of $200,000,000, to be paid in the common stock of Pubco valued at $10.00 per share of common stock ⁴. On March 25, 2026, the company held a special meeting of stockholders at which the stockholders approved the business combination agreement and a proposal to amend the certificate of incorporation to eliminate the requirement that the company retain at least $5,000,001 of net tangible assets following the redemption of public shares in connection with the business combination.

The company has extended its time to complete a business combination four times, with stockholders having the ability to redeem each time. Following such redemptions, there are currently 55,901 Public Shares outstanding and a total of 4,309,988 shares of Class A Common Stock and one share of Class B Common stock outstanding ⁵. The company currently has until February 15, 2027 to consummate an initial Business Combination, subject to further extension with the approval of stockholders.

For the year ended December 31, 2025, the company had a net loss of $1,225,143, which consists of general and administrative costs of $1,028,665, a change in the fair value of warrant liability of $226,183 and provision for income taxes of $7,352, offset by income from investment in trust account of $23,369 and a gain from forgiveness of professional fees of $13,688 ⁶. For the year ended December 31, 2024, the company had a net loss of $440,564, which consists of general and administrative costs of $741,798, provision for income taxes of $81,983 and a change in the fair value of warrant liability of $15,780 offset by gain from extinguishment of promissory note of $360,114 and income from investments held in the trust account of $38,883 ⁷.

As of December 31, 2025, the company had $7,140 in its operating bank account and working capital deficit of $3,123,694 ⁸. As of December 31, 2025 and 2024, approximately $794,299 and $769,267 remained in the Trust Account, respectively ⁹. The company has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the company's ability to continue as a going concern.

The company has until February 15, 2027 to consummate an initial Business Combination, subject to further extension with the approval of stockholders pursuant to the Second Amended and Restated Charter, consistent with applicable laws, regulations and stock exchange rules. If the company is unable to consummate an initial Business Combination within the Combination Period, it will redeem 100% of its issued and outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to pay taxes, divided by the number of then outstanding Public Shares, subject to applicable law, and then seek to liquidate and dissolve.

The company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, to complete its initial Business Combination. The company may withdraw interest to pay its taxes and liquidation expenses if it is unsuccessful in completing a Business Combination. The company expects the interest earned on the amount in the Trust Account will be sufficient to pay its income taxes.

The company will need to raise additional funds in order to meet the expenditures required for operating its business. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the company may have insufficient funds available to operate its business prior to its Business Combination. The company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon consummation of its Business Combination, in which case it may issue additional securities or incur debt in connection with such Business Combination.

The company intends to complete the proposed Business Combination before the end of the Combination Period. However, there can be no assurance that the company will be able to consummate any Business Combination by the end of the Combination Period. The date for mandatory liquidation and subsequent dissolution as well as the company's working capital deficit raise substantial doubt about the company's ability to continue as a going concern.

The company's Sponsor or an affiliate of the Sponsor or certain of its officers and directors may, but are not obligated to, loan the company funds as may be required for Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Units at a price of $10.00 per unit at the option of the lender. At December 31, 2025 and 2024, no such Working Capital Loans were outstanding.

On January 24, 2025, the company entered into a promissory note with Instinct Bio Technical Company Pte Ltd. pursuant to which Instinct agreed to loan the company an aggregate principal amount of up to $400,000. As of December 31, 2025, the company had an outstanding balance of $433,190 under the Instinct Note ¹⁰.

The company faces significant risks related to its ability to consummate an initial Business Combination by February 15, 2027, as it has until that date to complete a Business Combination and it is uncertain whether the company will be able to do so. The company's working capital deficit of $3,123,694 ⁸ and the mandatory liquidation and subsequent dissolution should a Business Combination not occur raise substantial doubt about the company's ability to continue as a going concern. The company has limited cash resources with only $7,140 in its operating bank account as of December 31, 2025 ⁸, and will need to raise additional funds to meet expenditures required for operating its business. The company faces intense competition from other blank check companies, private equity groups, leveraged buyout funds, and operating businesses seeking strategic Business Combinations, many of which possess greater financial, technical, human and other resources. The company's obligation to pay cash in connection with Public Stockholders who exercise their redemption rights may reduce the resources available for its initial Business Combination. The company's securities were delisted from the Nasdaq Stock Market on June 3, 2024, and while the company plans to reapply to Nasdaq upon closing of the business combination, it is uncertain if Pubco will be able to meet Nasdaq's initial listing requirements.

Management's message to shareholders emphasizes the company's status as a blank check company formed for the purpose of effecting an initial Business Combination, with the Management Team led by Tarek K. Tabsh, Chief Executive Officer, and Steven Berg, Chief Financial Officer. Management states that the company is working toward completing the proposed business combination with Instinct Brothers Co., Ltd as soon as possible. The strategic priorities emphasized include completing the proposed Business Combination before the end of the Combination Period on February 15, 2027, identifying and evaluating suitable target businesses, and maintaining the company's status as a public company to offer an attractive Business Combination partner to target businesses. Management acknowledges that it is uncertain whether the company will be able to consummate the proposed Business Combination by the required date.