Recent news coverage includes general market and sector news unrelated directly to Relativity Acquisition Corp. The company’s key recent milestone was the stockholder approval of its business combination agreement in March 2026.

• On March 25, 2026, stockholders approved the business combination agreement with Instinct Brothers Co., Ltd and related parties, and an amendment to the company’s certificate of incorporation to facilitate the transaction [S1].
• The company continues to work toward completing the proposed business combination within the extended combination period [S1].

The company’s experienced management team and broad network provide access to a range of potential business combination targets across multiple industries. The approved business combination with Instinct Brothers Co., Ltd represents a significant step toward operationalizing the company’s business model. The public company structure and capital raised in the Trust Account offer a platform for the target business to access capital markets and align management incentives with stockholders. The flexibility to tailor consideration in the business combination may attract diverse target companies.

The company has incurred net losses and exhibits very low liquidity, with a current ratio of 0.01 as of December 31, 2025, indicating potential financial strain. The business combination is subject to various closing conditions and has not yet been consummated, creating execution risk. If the business combination is not completed by the deadline, the company will liquidate, which may result in loss of value for shareholders. The company’s lack of revenue, operational history, and dependence on a single business combination target increase risk. Material weaknesses in disclosure controls and procedures may affect financial reporting reliability.

As a blank check company, Relativity Acquisition Corp’s moat is primarily its public company structure and the management team’s network and experience in sourcing and executing business combinations. The company offers target businesses an alternative route to public markets that can be faster and less costly than traditional IPOs. However, the company currently lacks operational history, revenue, or a diversified business portfolio, which limits its competitive moat until the initial business combination is consummated.

• Execution Risk of Business Combination: The company must complete its initial business combination by February 15, 2027, subject to extensions. Failure to do so will result in liquidation and distribution of Trust Account funds, terminating the company.
• Financial Liquidity Risk: As of December 31, 2025, the company has a current ratio of 0.01, indicating very low liquidity and potential challenges in meeting short-term obligations.
• Dependence on Single Business Combination: The company’s success depends on the performance of a single business combination target, limiting diversification and increasing risk exposure.
• Material Weakness in Controls: Disclosure controls and procedures were not effective as of December 31, 2025, due to material weaknesses related to timely closing of books and regulatory filings, which may impact financial reporting.

• Relativity Acquisition Corp is a blank check company incorporated in Delaware for the purpose of effecting an initial business combination (SPAC).
• The company completed its Initial Public Offering (IPO) on February 15, 2022, raising gross proceeds of approximately $143.75 million from 14,375,000 units, plus a private placement of 653,750 units raising $6.54 million.
• Proceeds from the IPO and private placement totaling approximately $146.63 million were placed in a Trust Account invested in U.S. government securities or money market funds.
• The company initially focused on targets in the legalized cannabis industry but has explored other industries including consumer packaged goods, health & wellness, technology, pharmaceuticals, manufacturing, distribution, logistics, and brand management.
• Management is led by CEO Tarek K. Tabsh and CFO Steven Berg, who devote time as necessary to complete the initial business combination.
• The company has extended its combination period multiple times and currently has until February 15, 2027, to complete the initial business combination, subject to further extensions with stockholder approval.
• On February 28, 2025, the company entered into a Business Combination Agreement with Instinct Brothers Co., Ltd and related parties, with a proposed transaction valued at $200 million to be paid in common stock of a new holding company (Pubco).
• The business combination is subject to various closing conditions and was approved by stockholders at a special meeting on March 25, 2026.
• The company must complete a business combination with an aggregate fair market value of at least 80% of the Trust Account assets at signing, with approval by a majority of independent directors.
• If the business combination is not consummated by the deadline, the company will liquidate and distribute funds from the Trust Account to public shareholders.
• Financial snapshot as of December 31, 2025: current assets of $18,216 and current liabilities of $3,141,910, resulting in a current ratio of 0.01, indicating very low liquidity.
• Net loss for the fiscal year ended December 31, 2025 was approximately $1.23 million.
• Diluted earnings per share was negative $0.08 as of June 30, 2023.
• The company holds cash in the Trust Account of approximately $794,299 as of December 31, 2025, invested in short-term U.S. government securities or money market funds.
• The company has accrued administrative service fees and related party payables, including $28,771 due to a related party and accrued costs and expenses of $2,592,439 as of December 31, 2025.
• The company’s structure as a public company is intended to provide an alternative to traditional IPOs for target businesses, offering faster and potentially less costly access to public markets.
• The company’s management team has experience and a network to source and evaluate potential business combination targets.
• The company’s financial statements reflect net losses and expenses related to general and administrative costs, warrant liabilities, and other non-operating items.
• The company’s disclosure controls and procedures were not effective as of December 31, 2025 due to material weaknesses related to timely closing of books and regulatory filings.
• The company is classified as a non-accelerated filer, smaller reporting company, and emerging growth company.
• The company’s shares include Class A common stock, Class B common stock, public shares, founder shares, and warrants with specific rights and redemption features.