Relativity Acquisition Corp

Relativity Acquisition Corp is a Delaware-incorporated special purpose acquisition company formed to complete a merger, stock purchase, asset acquisition, or similar business combination. As a blank-check company, it does not operate a standalone commercial business and instead exists to identify and combine with a target operating company, which in this case includes a proposed transaction with Instinct Brothers Co., Ltd. in Japan.

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— Relativity Acquisition Corp
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SPAC structure100% A public shell company formed to acquire or merge with an operating business.

Relativity Acquisition Corp does not sell products or services to end customers in the ordinary course...

  • Target operating companyprimary

    The operating business that merges into the SPAC to become public and access listed equity capital.

  • Target shareholdersprimary

    Owners of the target who exchange their interests for Pubco equity consideration in the transaction.

  • Public stockholdersprimary

    Investors in the SPAC who can redeem shares or continue as holders after the combination.

  • Sponsor and transaction advisorssecondary

    Parties that support sourcing, structuring, and completing the business combination.

Relativity Acquisition Corp is organized in the United States and operates as a U.S. public company vehicle...

  • •Incorporated and listed in the United States
  • •Transaction process is run through U.S. capital markets
  • •Proposed target is based in Japan
  • •Cross-border merger structure spans U.S. and Japan
  • •No operating revenue geography before closing

The company’s strategy is to complete an initial business combination within its extended deadline and convert the SPAC...

01
Close the proposed business combinationshort-term

The SPAC has no operating business until a transaction is completed.

02
Maintain sufficient capital through the closing processshort-term

Redemptions, fees, and transaction costs can reduce cash available for the merger.

03
Complete cross-border transaction executionshort-term

The target is a Japanese operating company and the structure involves U.S. and Cayman entities.

The main risks are transaction failure, shareholder redemptions, and market conditions that could prevent the business...

critical

Business combination may not close

The company has no operating business until a merger is completed, so failure to close would leave it without a commercial platform.

Scope
All SPAC capital structure and future value creation
Materiality
high
high

Shareholder redemptions

Extensions and the closing vote can trigger redemptions, reducing cash available for the transaction.

Scope
Trust account and closing liquidity
Materiality
high
medium

Market and geopolitical volatility

Volatility can affect target-company conditions, investor appetite, and the ability to complete the merger.

Scope
Target valuation and financing conditions
Materiality
medium
medium

Excise tax on redemptions

A 1% U.S. federal excise tax may apply to certain redemptions, reducing cash available for closing.

Scope
Transaction proceeds and trust account usage
Materiality
medium
Warrant liability fair value
Changes in fair value flow through the statement of operations
Trust account interest income
Affects reported non-operating income
Redemption and excise tax accounting
Impacts liquidity and transaction economics
Going-concern and estimate uncertainty
Affects financial statement presentation and risk disclosure

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: 16/06/2026