Relativity Acquisition Corp

What they do

Relativity Acquisition Corp is a Delaware blank check company formed on April 13, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, or similar business combination. It completed its initial public offering on February 15, 2022, raising $143.75 million in gross proceeds, and has no operating business or revenue. The company initially focused on the legalized cannabis industry but has since explored targets in consumer packaged goods, health & wellness, technology, pharmaceuticals, manufacturing, distribution, logistics, and brand management.

Revenue drivers

• No operating revenue — The company has not commenced operations and will not generate revenue until after completing a business combination. All activity to date relates to its formation, IPO, and search for a target.

Recent performance

Net income was $4.8 million in 2022, negative $2.3 million in 2023, negative $440,564 in 2024, and negative $1.2 million in 2025. Operating cash flow was negative $920,983 in 2022, negative $1.3 million in 2023, negative $346,900 in 2024, and negative $416,794 in 2025. As of March 31, 2026, total assets were $727,036, total liabilities were $3.9 million, shareholder equity was negative $3.8 million, and cash and equivalents were $5,071.

Strategy

The company's strategy is to complete an initial business combination, having entered a Business Combination Agreement with Instinct Brothers Co., Ltd on February 28, 2025. The transaction contemplates a merger and a contribution of Instinct Brothers ownership interests to Pubco for $200 million in Pubco common stock valued at $10.00 per share. The company has extended its combination period four times and now has until February 15, 2027, to consummate a deal. It has also stated it may pursue targets in various industries beyond cannabis.

Risks

• Failure to complete a business combination — If the company does not complete a business combination by February 15, 2027, it will cease operations and distribute trust funds, potentially leaving investors with losses.
• Going concern and liquidity — As of March 31, 2026, the company had negative shareholder equity of $3.8 million, total liabilities of $3.9 million, and only $5,071 in cash, raising substantial doubt about its ability to continue.
• Dilution from redemptions and share count — Repeated extensions have allowed stockholders to redeem, leaving only 55,901 public shares outstanding as of the latest reports, which may limit liquidity and the public float.
• Restatement of financials — On August 7, 2025, the company announced that previously issued financial statements should no longer be relied upon, indicating internal control weaknesses.

Outlook

Management is working toward completing the proposed business combination with Instinct Brothers as soon as possible, subject to various closing conditions. The company has until February 15, 2027, to consummate a deal, absent further extensions. It cautions that there is uncertainty about whether it will be able to complete the combination by that date.