Relativity Holdings Inc.

Instinct Bio Technical Company Holdings Inc. operates in the cosmetics and consumer goods industry, with a focus on product planning, procurement, international trade, and brand development. The company's business is conducted through its wholly-owned subsidiary, Instinct Bio Technical Company Inc., and its subsidiaries, including Instinct Brothers Co., Ltd. The industry is characterized by competition based on brand recognition, product quality, price, and innovation, though the filing does not provide specific market size or growth rate data.

The filing does not name specific primary competitors or provide market share data. Competitive advantages are implied through the experience of management, including over two decades of experience in the cosmetics and consumer goods industry for the Group Chief Executive Officer, and the company's focus on product development, supply chain management, and international business expansion.

The company generates revenue through the sale of cosmetics and consumer goods, with a business model centered on product planning, procurement, international trade, and brand development. The filing does not specify the mix of recurring versus transactional income or identify primary customer segments, but the business is conducted through subsidiaries with operations in Japan and international markets.

The filing does not provide a detailed breakdown of individual product categories or segments with specific revenue or margin contributions. The business is described as operating in the cosmetics and consumer goods industry, with activities including product planning, procurement, international trade, and brand development, but no segment-level financial data is disclosed.

The filing does not provide a detailed breakdown of individual product categories or segments with specific revenue or margin contributions. The business is described as operating in the cosmetics and consumer goods industry, with activities including product planning, procurement, international trade, and brand development, but no segment-level financial data is disclosed.

On July 23, 2026, the Business Combination was consummated, with aggregate consideration of $225,000,000 ¹ paid in Pubco Ordinary Shares valued at $10.00 ² per share. Immediately prior to the consummation, Mr. Tomoki Nagano transferred 1,615,385 ³ freely-tradeable Pubco Ordinary Shares to Chardan Capital Markets LLC pursuant to a Settlement Agreement. On July 24, 2026, the Combined Company entered into a term sheet with Chardan for a standing equity facility of up to $150.0 million ⁴ (the ChEF), which would enable the company to require Chardan to purchase its Pubco Ordinary Shares at the day's volume-weighted average price, reduced by a four percent (4.0%) ⁵ discount (increased to 5% ⁶ in off-market hours). The company's authorized share capital is $50,000 ⁷ divided into 5,000,000,000 ⁸ ordinary shares of $0.00001 ⁹ par value each, and as of July 23, 2026, 28,794,472 ¹⁰ Ordinary Shares were issued and outstanding.

The filing does not provide historical revenue, net income, or margin figures for the Combined Company. The unaudited pro forma condensed combined financial information as of November 30, 2025 shows cash and cash equivalents of $131,905 ¹¹, total equity of ($1,517,783) ¹², non-current debt of $125,403 ¹³, current debt of $681,703 ¹⁴, total indebtedness of $807,106 ¹⁵, and total capitalization of ($710,677) ¹⁶. The filing does not include revenue or net income figures for the Combined Company.

The company's primary growth vector is the Business Combination itself, which provides access to public capital markets and Nasdaq listing. The Chardan equity facility (ChEF) of up to $150.0 million ¹⁷ is described as a potential source of capital to be drawn on as and when the company determines it appropriate, though there can be no assurance that definitive documentation will be executed or that the company will sell any shares under the ChEF. The filing does not provide specific timelines or expected revenue contributions from this facility.

The filing does not discuss a second major growth vector beyond the Business Combination and the ChEF. No other new products, new markets, geographic expansion, or strategic partnerships are described with specific opportunity sizes or timelines.

The filing does not provide specific margin trajectory, cost structure evolution, or efficiency targets. The company's cost structure is not discussed in detail beyond the general business operations.

The filing does not discuss supply chain posture, manufacturing capacity, technology infrastructure investments, or headcount strategy. No specific operational outlook figures are provided.

The filing does not provide specific R&D spending levels, capital expenditure plans, or dividend policy figures. The company's policy on dividend distributions is described in incorporated sections, noting there are no current plans to pay cash dividends for the foreseeable future. The ChEF of up to $150.0 million ¹⁸ is the only capital allocation instrument discussed, but it is not a committed facility and no shares have been sold under it.

The filing identifies several headwinds and constraints through incorporated risk factors, including the company's status as an emerging growth company and a shell company prior to the Business Combination. The company has no operating history as a public company and faces risks related to its ability to raise additional capital, though no specific quantified exposures are provided in the main filing.

The filing does not identify additional structural headwinds or constraints beyond those incorporated by reference from the Proxy Statement/Prospectus.

The company faces material risks related to its limited operating history as a public company and its status as an emerging growth company, which may result in reduced disclosure requirements and investor protections. The company's ability to access the Chardan equity facility of up to $150.0 million ¹⁹ is uncertain, as there can be no assurance that definitive documentation will be executed, that the registration statement will be declared effective, or that the company will sell any shares under the ChEF. The company's negative equity position of ($1,517,783) ²⁰ on a pro forma combined basis as of November 30, 2025, combined with total indebtedness of $807,106 ²¹, indicates significant financial leverage and potential liquidity constraints. The company is incorporated in the Cayman Islands and follows home country corporate governance practices that may differ significantly from Nasdaq standards, potentially affording shareholders less protection. The company's business is concentrated in the cosmetics and consumer goods industry in Japan, exposing it to regional economic conditions and currency fluctuations, though no specific quantified exposures are provided.

Management's message emphasizes the completion of the Business Combination on July 23, 2026, as the transformative event for the company. The strategic priorities highlighted include the listing of the Combined Company's Ordinary Shares on Nasdaq under the symbols 'BIOT' and 'BIOTW' on July 24, 2026, and the execution of a term sheet for the Chardan equity facility of up to $150.0 million ²² to provide potential future financing.