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.
Fiscal year 2025 · change from previous year
Development 2022–2025
Business
Share of revenueA public shell company formed to acquire or merge with an operating business.
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.
The operating business that merges into the SPAC to become public and access listed equity capital.
Owners of the target who exchange their interests for Pubco equity consideration in the transaction.
Investors in the SPAC who can redeem shares or continue as holders after the combination.
Parties that support sourcing, structuring, and completing the business combination.
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.
The SPAC has no operating business until a transaction is completed.
Redemptions, fees, and transaction costs can reduce cash available for the merger.
The target is a Japanese operating company and the structure involves U.S. and Cayman entities.
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.
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 closeImpact: CriticalLikelihood: Low
The company has no operating business until a merger is completed, so failure to close would leave it without a commercial platform.
Exposure: All SPAC capital structure and future value creation
- Shareholder redemptionsImpact: HighLikelihood: Medium
Extensions and the closing vote can trigger redemptions, reducing cash available for the transaction.
Exposure: Trust account and closing liquidity
- Market and geopolitical volatilityImpact: MediumLikelihood: Medium
Volatility can affect target-company conditions, investor appetite, and the ability to complete the merger.
Exposure: Target valuation and financing conditions
- Excise tax on redemptionsImpact: MediumLikelihood: Low
A 1% U.S. federal excise tax may apply to certain redemptions, reducing cash available for closing.
Exposure: Transaction proceeds and trust account usage
Accounting
Judgemental itemsPublic and private warrants are accounted for as derivatives and remeasured each period, creating earnings volatility.
Impact: Changes in fair value flow through the statement of operations
Income from funds held in trust is a key non-operating source of results before the merger closes.
Impact: Affects reported non-operating income
Share redemptions and the 1% excise tax can reduce cash available for the transaction and affect liabilities.
Impact: Impacts liquidity and transaction economics
The company must complete a business combination by a stated deadline, making assumptions about completion highly judgmental.
Impact: Affects financial statement presentation and risk disclosure
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Last updated: 24/09/2026