# Relativity Acquisition Corp (ACQC) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_16978acaba748fa24afc · retrieved 2026-08-11T15:54:01.701Z

## Overview
Instinct Bio Technical Company Inc. is a Cayman Islands exempted company engaged in the cosmeceutical industry, developing and commercializing products in the beauty and skincare sector.

Relativity Acquisition Corp. entered into a Business Combination Agreement dated February 28, 2025 (as amended and restated October 22, 2025) with Relativity Holdings Inc. (Pubco), Relativity Purchaser Merger Sub II Inc., and Instinct Bio Technical Company Inc. (BIOT). Under the agreement, Merger Sub will merge with and into Relativity, with Relativity surviving as a wholly-owned subsidiary of Pubco. The sellers of BIOT will contribute all ownership interests in BIOT to Pubco in exchange for aggregate consideration of $225,000,000, to be paid in Pubco ordinary shares valued at $10.00 per share. Upon completion of the Business Combination, the BIOT sellers are expected to own approximately 76.52% of Pubco, the Initial Stockholders approximately 19.14%, and Public Stockholders approximately 0.22%.

## Terms
- Counterparty: Instinct Bio Technical Company Inc. · Deal value: $225.0M · Consideration: stock · Stake: 76.52% · Price/share: $10

## Key dates
- Announced 2026-03-05 · Record 2026-02-25 · Vote 2026-03-25

## Timeline
- 2026-03-05 · DEFM14A (0001104659-26-024193): DEFM14A - Relativity Acquisition Corp — *Instinct Bio Technical Company Inc. is a Cayman Islands exempted company engaged in the cosmeceutical industry, developing and commercializing products in the beauty and skincare sector.* Relativity Acquisition Corp. entered into a Business Combination Agreement dated February 28, 2025 (as amended and restated October 22, 2025) with Relativity Holdings Inc. (Pubco), Relativity Purchaser Merger Sub II Inc., and Instinct Bio Technical Company Inc. (BIOT). Under the agreement, Merger Sub will merge with and into Relativity, with Relativity surviving as a wholly-owned subsidiary of Pubco. The sellers of BIOT will contribute all ownership interests in BIOT to Pubco in exchange for aggregate consideration of $225,000,000, to be paid in Pubco ordinary shares valued at $10.00 per share. Upon completion of the Business Combination, the BIOT sellers are expected to own approximately 76.52% of Pubco, the Initial Stockholders approximately 19.14%, and Public Stockholders approximately 0.22%.
  https://www.sec.gov/Archives/edgar/data/1860484/0001104659-26-024193.txt

## Citations
- 0001104659-26-024193 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926024193