Relativity Acquisition Corp. and Instinct Brothers Co., Ltd., a leader in the stem cell and regenerative medicine sector, have announced a significant business combination. This merger is set to propel Instinct Brothers into the public spotlight, with plans to list on the Nasdaq Stock Market under the ticker symbol ‘BIOT’. The transaction values the combined entity at approximately $242 million, marking a pivotal moment for the advancement of regenerative therapies.
Relativity Acquisition Corp., a special-purpose acquisition company, and Instinct Brothers have scheduled an extraordinary general meeting of Relativity shareholders for March 25, 2026. This meeting is crucial for approving the previously announced business combination. The U.S. Securities and Exchange Commission (SEC) has declared effective the Registration Statement on Form F-4, a key step preceding the shareholder vote. Relativity will distribute the definitive proxy statement/prospectus to its shareholders of record as of February 25, 2026.
Founded in 2011 and focusing on stem cell skincare and wellness since 2017, Instinct Brothers is a vertically integrated Japanese company. Its operations span research and development, manufacturing, distribution, retail, and clinical applications in the regenerative medicine field. Led by Chairman and Group Chief Executive Officer Tomoki Nagano, the company is dedicated to advancing stem cell science, improving patient outcomes, and pioneering next-generation therapies. The company’s mission aligns with a vision to enhance global access to stem cell-based treatments.
The merger is expected to significantly scale Instinct Brothers’ operations and broaden its clinical footprint. The company has ambitious plans, including expanding its clinic model into Malaysia and Indonesia, constructing new clinics within Japan, and advancing its Cell Processing Center joint venture. This strategic move is designed to accelerate global expansion and enhance the accessibility of regenerative treatments aimed at improving health and longevity.
Upon successful completion of the business combination and satisfaction of all closing conditions, the post-combination company intends to list its securities on the Nasdaq Stock Market. The proposed ticker symbols are ‘BIOT’ for common stock and ‘BIOTW’ for warrants. The transaction values the merged entity at an approximate pro-forma enterprise value of $242 million, assuming no redemptions by Relativity’s public stockholders. This valuation reflects the market’s confidence in Instinct Brothers’ innovative approach to regenerative medicine.