# Relativity Acquisition Corp > Clarifo company profile — qualitative business description generated from > the company's filings. Financial statements, charts and ratios are > available on Clarifo (https://www.clarifo.com/en/companies/Relativity Acquisition Corp). ## Overview 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. ## Products & services • Special purpose acquisition company structure • Business combination and merger execution • Public company listing vehicle • Sponsor-backed acquisition platform - **SPAC structure** (100%) — A public shell company formed to acquire or merge with an operating business. - Special purpose acquisition company structure - Business combination and merger execution - Public company listing vehicle - Sponsor-backed acquisition platform ## Customers Relativity Acquisition Corp does not sell products or services to end customers in the ordinary course. Its primary counterparties are the target company, its shareholders, sponsors, advisors, and public stockholders who hold or redeem shares in connection with the business combination process. The proposed transaction framework is designed to deliver a public listing path for the target operating business. - **Target operating company** (primary) — The operating business that merges into the SPAC to become public and access listed equity capital. - **Target shareholders** (primary) — Owners of the target who exchange their interests for Pubco equity consideration in the transaction. - **Public stockholders** (primary) — Investors in the SPAC who can redeem shares or continue as holders after the combination. - **Sponsor and transaction advisors** (secondary) — Parties that support sourcing, structuring, and completing the business combination. - Target operating company seeking a public listing - Target shareholders contributing equity in the merger - Public stockholders who may redeem or remain invested - Sponsor and advisors supporting the transaction process - PIPE or other financing investors, if used ## Geography Relativity Acquisition Corp is organized in the United States and operates as a U.S. public company vehicle. The disclosed target transaction involves a Japanese operating company, so the business combination process has cross-border execution exposure between the U.S. and Japan. Until closing, the company’s activity is centered in the U.S. capital markets and transaction process rather than operating geography. - 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 ## Strategy The company’s strategy is to complete an initial business combination within its extended deadline and convert the SPAC into a public operating company structure. The disclosed transaction with Instinct Brothers Co., Ltd. shows a focus on executing a cross-border merger and delivering listed equity to the target’s owners. Success depends on completing the transaction, managing shareholder redemptions, and preserving enough cash to close. - **Close the proposed business combination** (short-term) — The SPAC has no operating business until a transaction is completed. - **Maintain sufficient capital through the closing process** (short-term) — Redemptions, fees, and transaction costs can reduce cash available for the merger. - **Complete cross-border transaction execution** (short-term) — The target is a Japanese operating company and the structure involves U.S. and Cayman entities. - Complete an initial business combination - Execute the proposed Instinct Brothers transaction - Manage shareholder redemptions and extension votes - Preserve trust and operating cash for closing - Convert warrants and equity into the post-merger structure ## Risks The main risks are transaction failure, shareholder redemptions, and market conditions that could prevent the business combination from closing. As a SPAC, the company also faces structural risks from deadline extensions, excise tax on redemptions, and the possibility that it will not complete a deal before its combination period ends. - **Business combination may not close** [critical] — The company has no operating business until a merger is completed, so failure to close would leave it without a commercial platform. - **Shareholder redemptions** [high] — Extensions and the closing vote can trigger redemptions, reducing cash available for the transaction. - **Market and geopolitical volatility** [medium] — Volatility can affect target-company conditions, investor appetite, and the ability to complete the merger. - **Excise tax on redemptions** [medium] — A 1% U.S. federal excise tax may apply to certain redemptions, reducing cash available for closing. - Failure to complete a business combination by the deadline - Shareholder redemptions reducing cash available for closing - Market volatility affecting target valuation and investor support - Excise tax on redemptions may reduce transaction capital - Cross-border execution risk in a U.S.-Japan merger structure ## Accounting The most important accounting issues are fair value measurement of warrant liabilities and the treatment of the trust account and redemption-related items. Because the company is a SPAC with no operating revenue, reported results are driven by non-operating items such as interest income, warrant remeasurement, transaction costs, and tax provisions. Going-concern assessment and estimate uncertainty are also central because the company must complete a business combination before its deadline. - **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 - Fair value remeasurement of warrant liabilities - Trust account interest income and non-operating results - Redemption accounting and excise tax effects - Going-concern assessment before business combination - Estimate uncertainty in derivative valuation --- *Last updated: 2026-06-16T23:07:59.777108+00:00*