Relativity Acquisition Corp

Relativity Acquisition Corp.

Overview

• Type and purpose: A Delaware-formed blank-check company (SPAC) created to effect an initial business combination.
• Focus history: Initially targeted legalized cannabis opportunities and later evaluated targets across consumer goods, health & wellness, technology, pharmaceuticals, manufacturing, logistics, and brand management.
• IPO and private placement:
  • IPO: 14,375,000 Units sold on February 15, 2022, at $10.00 per Unit; gross proceeds $143,750,000.
  • Private placement: 653,750 Private Placement Units at $10.00 per Unit; gross proceeds $6,537,500.
  • Trust Account funding at closing: $143,750,000 (IPO) + $2,875,000 (Private Placement) = $146,625,000.
• Management: CEO Tarek K. Tabsh; CFO Steven Berg.
• Current status: Pursuing a Business Combination. An earlier SVES Business Combination was mutually terminated on May 14, 2024; limited obligations remain under that agreement.

Combination period and stockholder structure

• Combination period: Originally through February 15, 2023; extended multiple times. Current deadline for completing a Business Combination is February 15, 2027 (subject to further extension under the charter and law).
• Extensibility: Extensions require stockholder approval.
• Outstanding shares (after redemptions): 55,901 Public Shares; 4,309,988 shares of Class A Common Stock; 1 share of Class B Common Stock.
• Redemption mechanics: Public stockholders may redeem shares for a pro rata portion of the Trust Account at completion of a Business Combination or in certain tender-offer scenarios. Trust Account per Public Share was approximately $11.62 as of December 31, 2025.
• Sponsor and governance: Founders, officers and the Sponsor have voting agreements (including voting Founder/Private Placement/early Public Shares in favor of a Business Combination). The charter includes protections around minimum net tangible assets (previously $5,000,001) and contingent approvals.

SVES Business Combination termination

• The SVES agreement (entered February 13, 2023) was terminated May 14, 2024. All further obligations under that agreement, except for publicity, confidentiality, fees/expenses, trust fund waiver, no recourse, termination and general provisions, terminated; liability remains only for fraud.

Instinct Brothers Co., Ltd — Target and proposed transaction

• Target: Instinct Brothers Co., Ltd, a Japanese corporation (Operating Company).
• Transaction parties (per February 28, 2025 Business Combination Agreement): Relativity Acquisition Corp. (Purchaser), Relativity Holdings Inc. (Pubco), Relativity Purchaser Merger Sub II Inc. (to be Cayman-incorporated and a Pubco subsidiary), Instinct Brothers Co., Ltd (Seller and Operating Company), founder Tomoki Nagano, and sponsor/representatives.
• Consideration: Aggregate $200,000,000 to be paid to the Seller in Pubco common stock, valued at $10.00 per Pubco share.
• Closing mechanics: Merger Sub will merge with and into Relativity, with Relativity surviving as a wholly owned subsidiary of Pubco. Relativity public warrants will convert into Pubco public warrants; Relativity private warrants will convert into Pubco private warrants. Warrant terms will be substantially the same but exercisable for Pubco common stock.
• Valuation and tax/regulatory aspects: Pubco common stock is issued as consideration to the Seller; tax and regulatory treatment governed by the agreement and related structures.
• Stockholder actions: At the March 25, 2026 meeting, stockholders approved the Business Combination Agreement (dated February 28, 2025; amended and restated October 22, 2025) and approved charter amendments to eliminate the requirement to retain a minimum net tangible asset level (previously $5,000,001) following redemptions in connection with the Business Combination.
• Closing conditions: The transaction remains subject to the conditions in the Agreement, customary closing requirements, and regulatory clearances.

Regulatory and governance context

• Nasdaq 80% test: The initial Business Combination must have an aggregate fair market value of at least 80% of the assets in the Trust Account at signing; if fair value cannot be determined by the Board, an independent opinion may be obtained.
• Voting and approvals: A majority of independent directors must approve the initial Business Combination; additional stockholder approvals may be required depending on transaction structure and changes to capitalization.
• Public/private securities: Public warrants and private placement warrants will convert to corresponding Pubco warrants with the same terms, adapted to Pubco equity.
• Potential financing: The Company may pursue private financing or debt to complete the Business Combination; any such financing will be disclosed in required proxy materials or tender documents.

Operations and business model

• Current operations: The SPAC has no operating business. It intends to use Trust Account funds, private placement proceeds, potential private financing, stock issuances, or other funds to acquire or merge with a target.
• Target criteria: The Company intends to target businesses larger than could be acquired with the Trust Account alone and may consider debt or equity financing alongside Trust Account funds.
• Post-Combination: The target company would become the operating business of Pubco, with Pubco continuing as the publicly traded entity after the Business Combination.

Management and employees

• Management team: Two officers (CEO and CFO).
• Employees: No full-time employees prior to completion of a Business Combination.

Locations and contacts

• Principal offices: 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV 89169; phone: 888-710-4420.
• Office costs: The SPAC pays $10,000 per month to an affiliate of the Sponsor for office space, utilities, and administrative support under an Administrative Support Agreement. Expense accruals began December 2023.

Financial highlights and other provisions

• Trust and proceeds:
  • Trust Account funded at IPO and Private Placement: $146,625,000.
  • Trust per Public Share (as of 12/31/2025): approximately $11.62.
  • Outside the Trust Account (as of 12/31/2023): $7,131 available for dissolution costs; potential additional withdrawal of up to $100,000 of accrued interest for dissolution expenses.
• Redemption economics: Public Shareholders may redeem for a pro rata share of the Trust Account; redemption price equals the Trust assets per share adjusted for taxes and costs.
• Indemnification and liability: Sponsor has limited indemnification obligations to maintain Trust Account value above specified levels. The Company seeks waivers from vendors and service providers to limit Trust Account claims, though waivers are not guaranteed.
• Financial reporting and filings: The Company intends to file annual and quarterly reports with the SEC. As an emerging growth company and a smaller reporting company, it may qualify for certain reporting exemptions.

Status summary

• Relativity Acquisition Corp. is a SPAC pursuing a business combination with Instinct Brothers Co., Ltd. The proposed transaction envisions a $200 million equity consideration paid in Pubco common stock, conversion of Relativity warrants into Pubco warrants, and completion subject to customary closing conditions, stockholder approvals, and regulatory clearances.