Announcement • Jul 24
Instinct Brothers Co., Ltd. completed the acquisition of Relativity Acquisition Corp. from Relativity Acquisition Sponsor LLC and others in a reverse merger transaction.
Instinct Brothers Co., Ltd. entered into a business combination agreement to acquire Relativity Acquisition Corp. from Relativity Acquisition Sponsor LLC and others in a reverse merger transaction for approximately $220 million on February 28, 2025. As part of the Proposed Transaction, Instinct Brothers will become a publicly traded entity under the name "Instinct Bio Technical Company Inc." and intends to list on the NASDAQ Stock Exchange under the ticker symbol "BIOT".
The Instinct Brothers management team, led by its founder Tomoki Nagano, will continue to run the Combined Company after the closing of the Proposed Transaction. Upon completion, the directors of Pubco will be Tomoki Nagano, Fumihiro Nagano, Yuji Naito, and Jessica Assaf, Masato Terachi, Say Leong, Lim and Sally Lim as independent directors and the total number of directors of Pubco will be increased to seven person.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, listing / approval of new shares on stock exchange, registration statement effectiveness(S-4 / F-4), subject to antitrust regulations and third party approval needed. The deal has been approved by the board. The transaction is expected to close in Q3, 2025. On September 8, 2025, Instinct Bio Technical Company Inc. publicly filed with the U.S. Securities and Exchange Commission a registration statement on Form F-4 in connection with transaction. On October 24, 2025, it was announced that the aggregate consideration for the transaction will be $225 million. On November 12, 2025, the registration statement on Form F-4 became effective. As on March 24, 2026, Relativity Acquisition Corp shareholders have approved the merger.
William B. Barnett of Barnett & Linn acted as legal advisor for Relativity Acquisition Sponsor LLC and Relativity Acquisition Corp. Loeb & Loeb LLP acted as legal advisor for Relativity Acquisition Corp. Chardan Capital Markets, LLC acted as financial advisor for Instinct Brothers Co., Ltd. Darryl, Edward & Co. acted as legal advisor for Instinct Brothers Co., Ltd. Advantage Proxy, Inc. acted as information agent while Continental Stock Transfer & Trust Company acted as transfer agent for Relativity Acquisition Corp. EntrepreneurShares LLC acted as fairness opinion provider and Aquaxis Law Office acted as due diligence provider to Relativity Acquisition Corp. Relativity will pay Advantage Proxy, Inc. a fee of $12,500, and ER Shares a fee of $35,000. Instinct Brothers has agreed to pay Chardan Capital Markets an estimated advisory fees of approximately 5.25 million, depending on the final transaction value.
Instinct Brothers Co., Ltd. completed the acquisition of Relativity Acquisition Corp. from Relativity Acquisition Sponsor LLC and others in a reverse merger transaction on July 23, 2026. Beginning on July 24, 2026, Instinct Bio’s common stock and warrants are expected to commence trading on the Nasdaq Stock Market under the ticker symbols "BIOT" and "BIOTW".
