As filed with the Securities and Exchange Commission on September 8, 2025.

Registration No. 333-[      ]​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RELATIVITY HOLDINGS INC.

(Exact name of Registrant as specified in its charter)​

c/o Relativity Acquisition Corp.
3753 Howard Hughes Pkwy, Suite 200
Las Vegas, NV 89169
(888) 710-4420

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Tarek Tabsh
Chief Executive Officer
c/o Relativity Acquisition Corp.
3753 Howard Hughes Pkwy, Suite 200
Las Vegas, NV 89169
(888) 710-4420

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

INSTINCT BIO TECHNICAL COMPANY INC.

(Exact name of Co-Registrant as specified in its charter)​

The Co-Registrant has the following principal executive office:

c/o Instinct Brothers Co., Ltd
3rd Floor West Side Gotanda bldg.
6-2-7 Nishi Gotanda, Shinagawa-ku,
Tokyo 1410031, Japan
+81-3-5747-9401

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

The agent for service for the Co-Registrant is:

[Name And Address]

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies of communications to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Registrant and Co-Registrant:

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant and the Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and the Co-Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

​

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION, DATED
SEPTEMBER 8, 2025

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
RELATIVITY ACQUISITION CORP.,
AND
PROSPECTUS FOR UP TO 28,816,238 SHARES OF COMMON STOCK AND
UP TO 14,592,517 WARRANTS
OF
INSTINCT BIO TECHNICAL COMPANY INC.

Relativity Acquisition Corp., a Delaware corporation (“Relativity”), entered into a Business Combination Agreement as of February 28, 2025 (as amended and restated on [•], 2025 and as may be further amended, restated or supplemented from time to time, the “Business Combination Agreement”), by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Relativity Holdings Inc., a Cayman Islands company (“Pubco”), (iii) Relativity Purchaser Merger Sub II Inc., a company to be formed in the Cayman Islands and a wholly owned subsidiary of Pubco (the “Merger Sub” and the Merger Sub, collectively with the Purchaser and Pubco, the “Purchaser Parties”), (iv) Instinct Brothers Co., Ltd, a corporation organized under the laws of Japan (an “Operating Company” and “Target Company”) and its shareholders named on Annex I of the Business Combination Agreement (“Sellers”), (vi) Tomoki Nagano (“Founder”), (vii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined in the Business Combination Agreement) for the stockholders of Pubco (other than the Sellers) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), and (viii) Tomoki Nagano in the capacity as the representative from and after the date of the Business Combination Agreement for the Sellers in accordance with the terms and conditions of the Business Combination Agreement (the “Seller Representative”) (all of the transactions contemplated by the Business Combination Agreement, including the issuances of securities thereunder, the “Business Combination”). The Purchaser, Pubco, the Merger Sub, the Operating Company, Founder, the Purchaser Representative and the Seller Representative are sometimes referred to herein collectively as the “Parties” and each, a “Party”.

Subsequent to the execution of the Business Combination Agreement, Instinct Bio Technical Company Inc. (“BIOT”) was incorporated. Instinct Brothers Co., Ltd will become a wholly-owned subsidiary of BIOT. Pursuant to the Business Combination Agreement, the definition of “Operating Company” or “Target Company” shall be automatically replaced and substituted to mean BIOT. Correspondingly, all other definitions and references relevant and affected by the definition of “Operating Company” or “Target Company” shall be correspondingly and automatically amended and construed based on this change.

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, (a) Merger Sub will merge with and into Relativity, with Relativity surviving the merger as a wholly-owned subsidiary of Pubco (the “Merger”), and (b) each Seller will contribute all of its ownership interests in each Operating Company to Pubco in exchange for aggregate consideration in the amount of [$225,000,000], to be paid in ordinary shares, par value $0.00001 per share, of Pubco (“Pubco ordinary share”) valued at $10.00 per share. At the closing of the Business Combination (the “Closing”), each warrant of Relativity issued in its initial public offering (the “IPO” and each such warrant, a “Relativity Public Warrant”) will be converted into one warrant of Pubco (“Pubco Public Warrant”), immediately prior to the Business Combination as described in this proxy statement/prospectus), and each warrant underlying the private placement units (the “Private Placement Units”) issued to the Sponsor in a private placement simultaneously with the closing of Relativity’s initial public offering (“Relativity Private Warrant”) will be converted into one private warrant of Pubco (“Pubco Private Warrant”), in each case with such warrant of Pubco having substantially the same terms and conditions as set forth in the respective warrants of Relativity, except that in each case they will represent the right to acquire shares of Pubco Ordinary Shares, in lieu of shares of Relativity Class A Common Stock.

It is anticipated that upon completion of the Business Combination, the holders of Relativity Class A Common Stock, other than holders that acquired Relativity’s common stock prior to its IPO and their permitted transferees (the “Initial Stockholders”), will own an interest of approximately [0.26]% in Pubco (such holders, the “Public Stockholders”), the Initial Stockholders will own an interest of approximately [19.1% of Pubco, and the Sellers will own an interest of approximately [77.96]% of Pubco. See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial

Information.” If the actual facts are different from the assumptions set forth therein (which they are likely to be), the percentage ownership set forth above will be different.

The Relativity Board obtained a fairness opinion from ErShares dated February 24, 2025, which provided that, as of February 24, 2025 and based on and subject to the assumptions, qualifications and other matters set forth therein, the total consideration to be paid by Relativity in the Business Combination was fair, from a financial perspective, to the stockholders of Relativity. Relativity obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. For additional information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of ErShares as Fairness Opinion Provider” and the opinion of ErShares attached hereto as Annex E for additional information.

On December 21, 2022, Relativity’s stockholders approved the amendment to its second amended and restated certificate of incorporation (the “Current Charter”) to extend the date by which it must consummate its initial business combination from February 15, 2023 to August 15, 2023, or such earlier date as is determined by Relativity’s Board of Directors (the “Relativity Board”), and to provide for up to two additional three-month extensions (each, a “Funded Extension Period”) beyond August 15, 2023 of the period of time for Relativity to consummate an initial business combination, subject to Relativity’s provision of an aggregate of $1,000 from its working capital into Relativity’s trust account (the “Trust Account”) for each such Funded Extension Period (the “Extension”). Upon Relativity’s stockholders’ approval and the Relativity Board’s decision to extend the date by which Relativity must consummate its initial business combination to August 15, 2023, Relativity deposited an aggregate amount of $10,000 from working capital into the Trust Account. In connection with the Extension, stockholders holding 14,221,705 shares of Relativity Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account (approximately $10.29 per Public Share (as defined below)) resulting in the payment of approximately $146 million from the Trust Account, leaving approximately $1.6 million in the Trust Account and [153,295] shares of Relativity Class A Common Stock outstanding held by the Public Stockholders. On August 7, 2023, Relativity announced that it had extended the date by which it has to consummate an initial business combination from August 15, 2023 to November 15, 2023, which is the first of two Funded Extension Periods. In accordance with the Sponsor’s request and with the Current Charter, an aggregate amount of $1,000 from Relativity’s working capital was deposited into the Trust Account on August 3, 2023. On November 9, 2023, Relativity announced that it had extended the date by which it has to consummate an initial business combination from November 15, 2023 to February 15, 2024, which is the second of two Funded Extension Periods. In accordance with the Sponsor’s request and with the Current Charter, an aggregate amount of $1,000 from Relativity’s working capital was deposited into the Trust Account on November 9, 2023. On February 20, 2024, the Company announced that it had extended the date by which it has to consummate a Business Combination from February 15, 2024 to February 15, 2025, the amendment to the second of the two Funded Extension Periods (the “February Extension”). In accordance with the Sponsor’s request and with the Charter, an aggregate amount of $1,000 from The Company’s working capital was deposited into the Trust Account in connection with the February Extension. On January 28, 2025, the Company announced that it had extended the date by which is has to consummate a Business Combination through the Third Extension Amendment, the Sponsor or its designees have agreed to loan to us $.18 per public share (as defined below) that is not redeemed, aggregate for the calendar year (commencing on February 15, 2025 and on the 15th day of each subsequent month) until February 15, 2026, or portion thereof (each, an “Extension Period”), or portion thereof, that is needed to complete an initial Business Combination (each, an “Extension Loan”)

As of January 17, 2025, Relativity had approximately $770,000 available in the Trust Account. If Relativity does not complete the Business Combination or another business combination by February 15, 2026 subject to Relativity’s provision of an aggregate of $12,000 for the entire calendar year, from its working capital into the Trust Account for the second Funded Extension Period, in accordance with the requirements set forth in the Current Charter (or such later date as may be approved by Relativity stockholders in an amendment to its Current Charter), Relativity must redeem 100% of the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Relativity to pay its taxes on such amounts (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares. The Initial Stockholders have waived any rights they may have with respect to any monies held in the Trust Account as a result of any liquidation of Relativity with respect to the Founder

Shares (as defined in this proxy statement/prospectus) and the Private Placement Shares and, accordingly, in the event a business combination is not effected by Relativity by February 15, 2026, such securities would be worthless.

As described in this proxy statement/prospectus, Relativity’s stockholders are being asked to consider and vote upon (among other things) the Business Combination at a Special Meeting of Relativity stockholders scheduled to be held at [   ] a.m., Eastern Time, on [          ], 2025 (the “Stockholder Special Meeting”).

The Initial Stockholders have agreed to vote any Founder Shares and Private Placement Shares in favor of the Business Combination and the Sponsor and Relativity’s directors and officers have also agreed to vote any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination, provided that in no event will Relativity’s Sponsor, directors, officers or their affiliates vote their shares if such shares were purchased from public stockholders after the business combination was announced. Accordingly, we expect them to vote their shares in favor of all proposals being presented at the Stockholder Special Meeting. The Initial Stockholders own approximately [98.5]% of the total outstanding shares of Relativity Common Stock. The approval of the Business Combination Proposal and the Stockholders Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Relativity Common Stock that are voted at the Stockholder Special Meeting, voting together as a single class. The approval of the Redemption Limitation Amendment Proposal requires the affirmative vote of the holders of at least a majority of all outstanding shares of Relativity Common Stock, voting together as a single class. Accordingly, the Initial Stockholders will be able to approve all of the proposals to be presented at the Stockholder Special Meeting, including the Business Combination Proposal, even if none of the Public Stockholders vote in favor of approving the Business Combination at the Stockholder Special Meeting. The existence of financial and personal interests of Relativity’s directors or officers may result in a conflict of interest on the part of one or more of the directors or officers between what they may believe is in the best interests of Relativity and its stockholders and what they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for a further discussion.

On June 3, 2024 the Nasdaq Stock Market delisted our Class A Common Stock, Units and Warrants from Listing under Section 12(b) of the Securities Exchange Act of 1934, due to public interest concerns over the liquidity of Relativity’s securities. The units issued in the IPO (the “Public Units”), the Relativity Class A Common Stock and the Relativity Public Warrants are not currently traded anywhere; however, the Company plans to reapply to NASDAQ upon closing of the business combination. Pubco will apply for listing, to be effective upon closing of the Business Combination for the Pubco ordinary share and Pubco Public Warrants on Nasdaq under the proposed symbols “BIOT” and “BIOTW,” respectively. Pubco will not have units traded following the consummation of the Business Combination. It is uncertain if Pubco will be able to meet Nasdaq’s initial listing requirements to list its securities on Nasdaq, which is a condition to the closing of the Business Combination.

Although Pubco is not currently a public reporting company in any jurisdiction, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, Pubco will become subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Pubco will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Pubco will additionally be a “smaller reporting company” as defined in the Exchange Act, and may elect to take advantage of certain of the scaled disclosures available to smaller reporting companies. As a smaller reporting company, Pubco will additionally be exempt from compliance with the auditor attestation requirements pursuant to the Sarbanes-Oxley Act of 2002, as amended. As a result, the information provided to Pubco stockholders may be different than they might receive from other public reporting companies in which they hold equity interests. Pubco will continue to be a “smaller reporting company” until it has $250 million or more in public float (based on Pubco ordinary share) measured as of the last business day of its most recently completed second fiscal quarter or, in the event it has no public float or a public float that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.

We estimate that immediately following the closing of the Business Combination, the Founder will exercise voting and investment control over approximately [22,500,000] Pubco Ordinary Shares, or [77.96]% of the total Pubco Ordinary Shares outstanding, respectively, assuming no redemptions of Public Shares by Public Stockholders and no exercise of Pubco Warrants. Accordingly, for so long as the Founder holds such shares, he will continue to control a significant percentage of the voting power of Pubco ordinary share and will be able to influence the composition of the Pubco Board and management and the approval of actions requiring stockholder approval. Pubco will be considered a “controlled company” within the meaning of applicable Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of the company’s board of directors consist of independent directors, (2) that the company’s board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that the company’s board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. While Pubco does not intend to take advantage of these exemptions, it may do so in the future. As a result, Pubco’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about Relativity and BIOT and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 31 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you. Events occurring prior to the Special Meeting may require us to supplement this proxy statement/prospectus, in which case you are encouraged to read such supplement along with this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or the other transactions described in this proxy statement/​prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The table below shows the relative ownership levels of holders of outstanding Pubco Ordinary Shares following the Business Combination under varying redemption scenarios.

(1)

Maximum redemption scenario assumes that 62,488 Public Shares, which represents approximately 1.5% of Relativity’s currently outstanding Class A common stock, are redeemed. The maximum redemption scenario represents the maximum level of allowable redemptions, without consideration of net tangible asset requirements.

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(2)

Consists of (i) 2,006,350 shares issued pursuant to the Business Combination Agreement, (ii) 653,750 Private Placement Shares, (iii) 2,855,380 Founder Shares, and (iv) 1 Class B share.

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The table below shows the fully diluted relative ownership levels of holders of Pubco Ordinary Shares following the Business Combination under varying redemption scenarios.

(1)

Includes 14,375,000 shares underlying Relativity Public Warrants.

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(2)

Consists of (i) 2,006,350 shares issued pursuant to the Business Combination Agreement, (ii) 653,750 Private Placement Shares, (iii) 2,855,380 Founder Shares, (iv) 1 Class B share, and (v) 217,917 shares underlying Relativity Private Warrants.

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The numbers of shares and percentage interests set forth above reflect different redemption scenarios set forth below:

•

Assuming no redemption scenario:   This presentation assumes that no Public Stockholders exercise Redemption Rights with respect to their Public Shares.

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•

Assuming 50% redemption scenario:   This presentation assumes that the Public Stockholders holding approximately 50% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 31,244 Public Shares are redeemed for an aggregate redemption payment of approximately $[346,227], inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

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•

Assuming maximum redemption scenario:   This presentation assumes that the Public Stockholders holding approximately 100.0% of the Public Shares exercise Redemption Rights with respect to their Public Shares. This scenario assumes that 62,488 Public Shares are redeemed for an aggregate redemption payment of approximately $692,453, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

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Compensation Received by the Sponsor

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by Relativity to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

The retention of shares by Sponsor and the reimbursements payable to Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming public shareholders of Relativity. See “Notes to Unaudited Pro Forma Condensed Combined Financial Information.”

Conflicts of Interest

In considering the recommendation of the Relativity Board to vote in favor of approval of the Business Combination Proposal, stockholders should keep in mind that the Sponsor and Relativity’s directors, officers and the sponsor, and their related promoters and affiliates, have interests in such Proposals that are different from, or in addition to, those of Relativity’s stockholders generally. These interests include, among other things, the interests listed below:

•

if Relativity does not consummate an Initial Business Combination by February 15, 2026 (unless such date is extended pursuant to the terms of the Current Charter or by Relativity’s stockholders), it would either need stockholders to vote for an Extension of such date or cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the Relativity Board, dissolving and liquidating. In such event, the Founder Shares held by the Initial Stockholders, which were initially acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the

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holders are not entitled to participate in any redemption or distribution with respect to such shares. The aggregate value of the Founder Shares is estimated to be approximately $[52,159,300], assuming the per share value of the Founder Shares is the same as the $[12.28] closing price of the Relativity Class A Common Stock on Nasdaq on [January 11, 2023], 2025, the date Relativity’s securities stopped trading (the “Trading Halt”), and are expected to have a significantly higher value than $25,000 at the time of the consummation of the Business Combination). As a result, the Initial Stockholders are likely to be able to recoup their investment in Relativity and make a substantial profit on that investment, even if after the Closing Pubco ordinary share loses significant value. This means that the Initial Stockholders could earn a positive rate of return on their investment, even if Public Stockholders experience a negative rate of return in the post-Business Combination company. Accordingly, Relativity’s management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the Public Stockholders to pursue and consummate an Initial Business Combination (such as the Business Combination) rather than to liquidate and to return all of the cash in the Trust Account to the Public Stockholders, even if that business combination were with a less favorable target company or on terms less favorable to stockholders rather than liquidate;

•

in connection with the closing of the IPO, the Sponsor purchased an aggregate of 653,750 Private Placement Units at a price of $10.00 per Private Placement Unit. Each Private Placement Unit consists of one share of Relativity Class A Common Stock and one Relativity Private Warrant. Each of the 653,750 Relativity Private Warrants included in the Private Placement Units is exercisable to purchase one share of Relativity Class A Common Stock at a price of $11.50 per share, subject to adjustment. If we do not consummate an Initial Business Combination transaction by February 15, 2026 (unless such date is extended pursuant to the terms of the Current Charter or by Relativity’s stockholders), then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the Public Stockholders and the Private Placement Units sold to the Sponsor will be worthless. The Private Placement Units had an aggregate market value of approximately $[8,492,213] based upon the closing price of $[12.99] per Public Unit on Nasdaq on [January 11, 2023], the date of the Trading Halt. Accordingly, Relativity’s management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the Public Stockholders to pursue and consummate an Initial Business Combination rather than to liquidate and to return all of the cash in the Trust Account to the Public Stockholders, even if that business combination were with a less favorable target company or on terms less favorable to stockholders rather than liquidate;

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•

the fact that the Sponsor and Relativity’s directors and officers have agreed, as part of the IPO and to induce Relativity and the underwriters to enter into the underwriting agreement in connection with the IPO, not to redeem any shares of Relativity Common Stock in connection with a stockholder vote to approve a proposed Initial Business Combination;

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•

the fact that the Sponsor and Relativity’s officers and directors, and their respective promoters and affiliates, will only receive compensation (in the form of securities received prior to or in conjunction with Relativity’s initial public offering, and that if the Business Combination does not close, they will receive no compensation for their services to Relativity;

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•

the fact that the target company’s officers and directors may in the future receive equity awards from Instinct Bio that will be publicly traded, which they would not receive if the Business Combination does not close.

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•

in order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will indemnify Relativity if and to the extent any claims by a third party for services rendered or products sold to Relativity, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable (which interest will be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

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•

if Relativity does not complete an Initial Business Combination by February 15, 2026 (or such other date as approved by Relativity’s stockholders), a portion of the proceeds from the sale of the Private Placement Units will be included in the liquidating distribution to Relativity’s Public Stockholders and the Private Placement Units sold to the Sponsor will be worthless;

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•

the fact that the Initial Stockholders have agreed to vote any Founder Shares and Private Placement Shares in favor of the Business Combination and the Sponsor and Relativity’s directors and officers have also agreed to vote any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination, regardless of how Public Stockholders vote, provided that in no event will Relativity’s Sponsor, directors, officers or their affiliates vote their shares if such shares were purchased from public stockholders after the business combination was announced;

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•

following consummation of the Business Combination, the Sponsor, Relativity’s officers and directors and their respective affiliates would be entitled to reimbursement for certain reasonable out-of-pocket expenses related to identifying, investigating and consummating an Initial Business Combination, and repayment of any other loans, if any, on such terms as to be determined by Relativity from time to time, made by Sponsor or certain of Relativity’s officers and directors to finance transaction costs in connection with the Business Combination. However, if Relativity fails to consummate an Initial Business Combination within the required period, the Sponsor and Relativity’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement. However, there have been no material out-of-pocket expenses subject to reimbursement to date and Relativity does not anticipate any such expenses prior to Closing;

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•

following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to Relativity and remain outstanding. As of the date of this proxy statement/prospectus, the Sponsor has not made any advances to Relativity for working capital expenses;

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•

if Relativity does not complete an Initial Business Combination within the required period, it may use a portion of its working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans;

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•

the Sponsor will enter into the A&R Registration Rights Agreement at Closing, which provides for registration rights of the Sponsor and certain other stockholders following consummation of the Business Combination; and

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•

Relativity’s officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement.

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These interests, which create actual and potential conflicts of interest further described in the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.” Accordingly, the Sponsor and Relativity’s officers and directors will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidating Relativity. The Relativity Board concluded that the potentially disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for the IPO and these interests are disclosed in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by Relativity with any other target business or businesses, (iii) the Sponsor and Relativity’s directors and officers will hold equity interests in Pubco with value that, after the Closing, will be based on the future performance of Pubco, which may be affected by various other factors other than these interests and (iv) Relativity retained ErShares to provide a fairness opinion to the Relativity Board in connection with the Business Combination and, on February 24, 2025 ErShares delivered its opinion to the Relativity Board as to the fairness, from a financial point of view, of the consideration to be issued to the Sellers pursuant to the Business Combination Agreement. For a description of the opinion issued by ErShares to the Relativity Board, please see the section titled “Proposal No. 1 — The Business Combination Proposal — Opinion of ErShares as Fairness Opinion Provider.” In addition, Relativity’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the Relativity Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby.

This proxy statement/prospectus is dated [        ], 2025 and is first being mailed to stockholders of Relativity and holders of Relativity Public Warrants on or about [        ], 2025.

 

RELATIVITY ACQUISITION CORP.
3753 Howard Hughes Pkwy, Suite 200
Las Vegas, NV 89169
(888) 710-4420

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [       ], 2025

TO THE STOCKHOLDERS OF RELATIVITY ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Stockholder Special Meeting”) of Relativity Acquisition Corp., a Delaware corporation (“Relativity” or “Purchaser”)), The Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Meeting online, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/relativityacquisition/202[ ]. You are cordially invited to attend the Stockholder Special Meeting for the following purposes:

1.

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to adopt and approve the business combination agreement, dated as of February 28, 2025 (as amended and restated on [•], 2025, and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, “Relativity” or “Purchaser”), (ii) Relativity Holdings Inc., a Cayman Islands company (“Pubco”), (iii) Relativity Purchaser Merger Sub II Inc., a company to be formed in the Cayman Islands and a wholly owned subsidiary of Pubco (the “Merger Sub” and the Merger Sub, collectively with the Purchaser and Pubco, the “Purchaser Parties”), (iv) Instinct Brothers Co., Ltd, a corporation organized under the laws of Japan (an “Operating Company” and “Target Company”) and its shareholders named on Annex I of the Business Combination Agreement (“Sellers”), (vi) Tomoki Nagano (“Founder”), (vii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Pubco (other than the Sellers) in accordance with the terms and conditions of the Business Combination Agreement (the “Purchaser Representative”), and (viii) Tomoki Nagano in the capacity as the representative from and after the date hereof for the Sellers in accordance with the terms and conditions of the Business Combination Agreement (the “Seller Representative”), pursuant to which Relativity and the Operating Company will become wholly-owned subsidiaries of Pubco (such transactions contemplated by the Business Combination Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A-1;

​

2.

Proposal No. 2 — The Redemption Limitation Amendment Proposal — To consider and vote upon a proposal to amend the second amended and restated certificate of incorporation of Relativity, as amended (the “Current Charter”), to eliminate the requirement that Relativity, or any entity that succeeds Relativity as a public company, retain at least $5,000,001 of net tangible assets following the redemption of Public Shares (as defined below) in connection with the Business Combination and to authorize Relativity to redeem Public Shares in amounts that would cause Relativity’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”); and

​

3.

Proposal No. 3 — The Stockholders Adjournment Proposal — To consider and vote upon a proposal to adjourn the Stockholder Special Meeting to a later date or dates, if necessary or desirable, at the determination of Relativity’s board of directors (the “Relativity Board” and such proposal, the “Stockholders Adjournment Proposal”).

​

On December 21, 2022, Relativity’s stockholders approved the amendment to its second amended and restated certificate of incorporation to extend the date by which it must consummate its initial business combination from February 15, 2023 to August 15, 2023, or such earlier date as is determined by Relativity’s Board of Directors (the “Relativity Board”), and to provide for up to two additional three-month extensions (each, a “Funded Extension Period”) beyond August 15, 2023 of the period of time for Relativity to consummate an initial business combination, subject to Relativity’s provision of an aggregate of $1,000

 

 

from its working capital into Relativity’s trust account (the “Trust Account”) for each such Funded Extension Period (the “Extension”). Upon Relativity’s stockholders’ approval and the Relativity Board’s decision to extend the date by which Relativity must consummate its initial business combination to August 15, 2023, Relativity deposited an aggregate amount of $10,000 from working capital into the Trust Account. In connection with the Extension, stockholders holding 14,221,705 shares of Relativity Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account (approximately $10.29 per Public Share) resulting in the payment of approximately $146 million from the Trust Account, leaving approximately $1.6 million in the Trust Account and [153,295] shares of Relativity Class A Common Stock outstanding held by the Public Stockholders.

On August 7, 2023, Relativity announced that it had extended the date by which it has to consummate an initial business combination from August 15, 2023 to November 15, 2023, which is the first of two Funded Extension Periods. In accordance with the Sponsor’s request and with the Current Charter, an aggregate amount of $1,000 from Relativity’s working capital was deposited into the Trust Account on August 3, 2023. On November 9, 2023, Relativity announced that it had extended the date by which it has to consummate an initial business combination from November 15, 2023 to February 15, 2024, which is the second of two Funded Extension Periods. In accordance with the Sponsor’s request and with the Current Charter, an aggregate amount of $1,000 from Relativity’s working capital was deposited into the Trust Account on November 9, 2023. On January 31, 2024, Relativity filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) for a special meeting of stockholders to be held at 10:00 a.m. Eastern time on February 13, 2024 to amend its Current Charter to extend the date by which it must consummate its initial business combination from February 15, 2024 to February 15, 2025 and to amend its investment management trust agreement, dated as of February 10, 2022 (the “Trust Agreement”), by and between Relativity and Continental Stock Transfer & Trust Company (the “Trustee”), to permit the Trustee to maintain the funds in the Trust Account in an interest-bearing demand deposit account at a bank. On January 28, 2025, the Company announced that it had extended the date by which is has to consummate a Business Combination through the Third Extension Amendment, the Sponsor or its designees have agreed to loan to us $.18 per public share (as defined below) that is not redeemed, aggregate for the calendar year (commencing on February 15, 2025 and on the 15th day of each subsequent month) until February 15, 2026, or portion thereof (each, an “Extension Period”), or portion thereof, that is needed to complete an initial Business Combination (each, an “Extension Loan”).

As of January 17, 2025, Relativity had approximately $770,000 available in the Trust Account. If Relativity does not complete the Business Combination or another business combination by February 15, 2026, subject to Relativity’s provision of an aggregate of $12,000 for the entire calendar year, from its working capital into the Trust Account for the Third Funded Extension Period, in accordance with the requirements set forth in the Current Charter (or such later date as may be approved by Relativity stockholders in an amendment to its Current Charter), Relativity must redeem 100% of the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Relativity to pay its taxes on such amounts (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares. The Initial Stockholders have waived any rights it may have with respect to any monies held in the Trust Account as a result of any liquidation of Relativity with respect to the Founder Shares (as defined in the accompanying proxy statement/prospectus) and the Private Placement Shares and, accordingly, in the event a business combination is not effected by Relativity by February 15, 2026, such securities would be worthless.

The Relativity Board has set [       ], 2025 as the record date (the “Record Date”) for the Stockholder Special Meeting. Only holders of record of shares of Relativity Common Stock at the close of business on the Record Date will be entitled to notice of and to vote at the Stockholder Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the Stockholder Special Meeting may attend the meeting in person and is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of Relativity Common Stock. A complete list of Relativity’s stockholders of record entitled to vote at the Stockholder Special Meeting will be available for ten days before the Stockholder Special Meeting at the principal executive offices of Relativity for inspection by Relativity’s stockholders during ordinary business hours for any purpose germane to the

 

 

Stockholder Special Meeting. The eligible Relativity stockholder list will also be available at the Stockholder Special Meeting for examination by any stockholder attending the Stockholder Special Meeting in person.

The proposals being submitted for a vote at the Stockholder Special Meeting are more fully described in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Stockholder Special Meeting, we urge you to carefully read, when available, the accompanying proxy statement/prospectus in its entirety, including the annexes (and any documents incorporated into the accompanying proxy statement/​prospectus by reference). Please pay particular attention to the section titled “Risk Factors” beginning on page 25.

After careful consideration, the Relativity Board has determined that each of the Business Combination Proposal, the Redemption Limitation Amendment Proposal and the Stockholders Adjournment Proposal is in the best interests of Relativity and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The Initial Stockholders have agreed to vote any Founder Shares and Private Placement Shares in favor of the Business Combination. Accordingly, we expect them to vote their shares in favor of all proposals being presented at the Stockholder Special Meeting. The Initial Stockholders own approximately 98.5% of the total outstanding shares of Relativity Common Stock. The approval of the Business Combination Proposal and the Stockholders Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Relativity Common Stock that are voted at the Stockholder Special Meeting, voting together as a single class. The approval of the Redemption Limitation Amendment Proposal requires the affirmative vote of the holders of at least a majority of all outstanding shares of Relativity Common Stock, voting together as a single class. Accordingly, the Initial Stockholders will be able to approve all of the proposals to be presented at the Stockholder Special Meeting, including the Business Combination Proposal, even if none of the Public Stockholders vote in favor of approving the Business Combination at the Stockholder Special Meeting. The existence of financial and personal interests of Relativity’s directors or officers may result in a conflict of interest on the part of one or more of the directors or officers between what they may believe is in the best interests of Relativity and its stockholders and what they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of the Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for further discussion.

Pursuant to the Current Charter, Relativity will provide the Public Stockholders with the opportunity to redeem their Relativity Class A Common Stock sold in the IPO (“Public Shares”) for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination (including interest earned on the funds held in the Trust Account and not previously released to Relativity to pay its taxes on such amounts (less up to $100,000 of such net interest to pay dissolution expenses)), upon the closing of the Business Combination (“Redemption Rights”). For illustrative purposes, based on funds in the Trust Account of approximately $770,000 on the Record Date, the estimated per share redemption price would have been approximately $11.96, including interest not previously released to Relativity to pay taxes. Public Stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A Public Stockholder, together with any such stockholder’s affiliates or any other person with whom such stockholder is acting in concert or as a “group” ​(as defined in Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking Redemption Rights with respect to more than an aggregate of 15% of the Public Shares. The Initial Stockholders have agreed, for no additional consideration, to waive their Redemption Rights with respect to any shares of Relativity Common Stock they may hold. Currently, these parties own approximately 98.5% of Relativity Common Stock.

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal at the Stockholder Special Meeting, subject to the terms of the Business Combination Agreement. If Relativity does not consummate the Business Combination and fails to complete an initial business combination by February 15, 2026 (unless extended pursuant to the terms of Relativity’s Current Charter or by Relativity’s stockholders), Relativity will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to the Public Stockholders.

 

 

All Relativity stockholders are cordially invited to attend the Stockholder Special Meeting. To ensure your representation at the Stockholder Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a Relativity stockholder of record entitled to vote at the Stockholder Special Meeting, you may also cast your vote in person at the Stockholder Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares, or, if you wish to attend the Stockholder Special Meeting and vote in person, you must obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the Business Combination Proposal or the Stockholder Adjournment Proposal, and it will have the same effect as voting against the Redemption Limitation Amendment Proposal. Abstentions will be counted as present for purposes of establishing a quorum for the Stockholder Special Meeting; broker non-votes (as described in the accompanying proxy statement/​prospectus) will not.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF RELATIVITY COMMON STOCK YOU OWN. Whether or not you plan to attend the Stockholder Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

If you have any questions or need assistance with voting, please contact Relativity’s proxy solicitor, [Karen Smith], at [(2060 870-8565] or email [ksmith@advantageproxy.com] at [Advantage Proxy, Inc.].

If you plan to attend the Stockholder Special Meeting and are a beneficial investor who owns your shares of Relativity Common Stock through a bank or broker, you will need to contact Continental Stock Transfer & Trust Company, our transfer agent, to receive a control number. Please read carefully the sections in the accompanying proxy statement/prospectus regarding attending and voting at the Stockholder Special Meeting to ensure that you comply with these requirements.

Thank you for your participation. We look forward to your continued support.

BY ORDER OF THE BOARD OF DIRECTORS

 

Tarek Tabsh
Chief Executive Officer and Chairman

[          ], 2025

 

 

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, (1) IF YOU HOLD SHARES OF RELATIVITY CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS, (2) DEMAND IN WRITING THAT RELATIVITY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT, IDENTIFYING YOURSELF AS A BENEFICIAL HOLDER AND PROVIDING YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS, AND (3) TENDER YOUR SHARES TO RELATIVITY’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE STOCKHOLDER SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

ADDITIONAL INFORMATION

The accompanying document is the prospectus for securities of Relativity Holdings Inc., a Cayman Islands company (“Pubco”). This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, with respect to (i) the special meeting of stockholders of Relativity Acquisition Corp., a Delaware corporation (“Relativity”), to be held on [       ], 2025 (the “Stockholder Special Meeting”), at which Relativity’s stockholders will be asked to consider and vote upon proposals to (A) approve Relativity’s initial business combination (the “Initial Business Combination”) by the approval and adoption of the business combination agreement dated February 28, 2025, (as amended and restated on [•], 2025 and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), (B) the Non-D&O Lock-Up Agreement, to be entered into by and among Pubco, Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, and certain holders of Relativity’s common stock, and (C) an amendment Relativity’s second amended and restated certificate of incorporation of Relativity, as amended on December 22, 2022 and amended again on February 13, 2025 (the “Current Charter”), to eliminate the requirement that Relativity, or any entity that succeeds Relativity as a public company, retain at least $5,000,001 of net tangible assets following redemptions in connection with the Business Combination; and (ii) the special meeting of holders of Relativity’s warrants issued in its initial public offering (the “Public Warrant Holders”) to be held on [       ], 2025 (together with the Stockholder Special Meeting, the “Special Meeting”) at which Public Warrant Holders will be asked to consider and vote upon a proposal to approve an amendment to the warrant agreement that governs all of Relativity’s outstanding warrants in connection with the Business Combination.

The accompanying proxy statement/prospectus is available without charge to stockholders of Relativity upon written request to Relativity’s Chief Executive Officer, Tarek Tabsh, at Relativity Acquisition Corp., 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169 or by telephone at (888) 710-4420.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the SEC’s internet site at www.sec.gov.

In addition, if you have questions about the proposals or the accompanying proxy statement/​prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Advantahe Proxy, Inc. the proxy solicitor for Relativity, at:

 

 

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Tel: 877-870-8565 (toll-free) or
(206) 870-8565 (banks and brokers can call collect)
Email: ksmith@advantageproxy.com

You will not be charged for any of the documents that you request.

Information contained on Relativity’s website, or any other website, is expressly not incorporated by reference into the accompanying proxy statement/prospectus.

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on [       ], 2025, you must request the information no later than five (5) business days prior to the date of the Special Meeting, or [       ], 2025.

For a more detailed description of the information incorporated by reference in the accompanying proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” of the accompanying proxy statement/prospectus.

 

 

TABLE OF CONTENTS

*   To be filed by amendment.

 

i

 

FREQUENTLY USED TERMS

When used in this proxy statement/prospectus, unless the context otherwise requires:

“A.G.P.” refers to A.G.P./Alliance Global Partners, as representative of the IPO Underwriters (as defined below). See also “Representative.”

“Amended and Restated Memorandum and Articles” refers to the amended and restated memorandum and articles of association of Pubco following the Closing, substantially in the form attached to this proxy statement/prospectus as Annex B, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“ASC” refers to the FASB (as defined below) Accounting Standards Codification.

“ASU” refers to the FASB Accounting Standards Update.

“A&R Registration Rights Agreement” refers to the amended and restated registration rights agreement to be entered into by and among Pubco, the Initial Stockholders (as defined below) and the Sellers (as defined below) prior to the Closing.

“Business Combination” refers to the transactions contemplated by the Business Combination Agreement (as defined below).

“Business Combination Agreement” refers to the business combination agreement, dated as of February 28, 2025, as amended and restated on [•], 2025, and as may be further amended, supplemented or otherwise modified from time to time), by and among Relativity, Pubco, Merger Sub, Operating Company, Founder, the Purchaser Representative and the Seller Representative (each as defined below), substantially in the form attached to this proxy statement/prospectus as Annex A-1.

“Business Combination Proposal” refers to a proposal to adopt and approve the Business Combination Agreement.

“Closing” refers to the closing of the Business Combination.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Companies Act” refers to the Companies Act (Revised) of the Cayman Islands.

“Company Interests” refers to the membership interests of each of the Operating Companies.

“Continental” refers to Continental Stock Transfer & Trust Company, trustee of the Trust Account (as defined below), warrant agent of the Relativity Public Warrants (as defined below) and transfer agent of Relativity’s securities.

“Contribution Consideration” refers to the aggregate consideration in the amount of $225,000,000 to be paid in Pubco Ordinary Shares (as defined below) valued at $10.00 per share in exchange for the contribution to Pubco by the Sellers of all of his ownership interests in the Operating Company.

“Current Charter” refers to Relativity’s fourth amended and restated certificate of incorporation, as amended on February 13, 2025 and as may be further amended from time to time.

“Determination Letter” refers to a determination letter received by Relativity from the Staff of the Nasdaq on January 12, 2023.

“DGCL” refers to the Delaware General Corporation Law, as amended.

“DTC” refers to the Depository Trust Company.

“DWAC System” refers to the DTC’s Deposit/Withdrawal At Custodian System.

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

“Extension” refers to an extension of the deadline by which Relativity must complete its Initial Business Combination (as defined below), whether pursuant to exercise of automatic extension rights in accordance with the Current Charter or by amendment of the Current Charter to extend such deadline.

 

ii

 

“FASB” refers to the Financial Accounting Standards Board.

“Founder” refers to Tomoki Nagano.

“Founder Shares” refers to the 3,593,750 shares of Relativity Class B Common Stock (as defined below) initially issued to Initial Stockholders prior to the IPO and the shares of Relativity Class A Common Stock (as defined below) into which such shares of Relativity Class B Common Stock have been converted (for the avoidance of doubt, such shares are not “Public Shares” ​(as defined below)).

“Funded Extension Period” refers to the Third Extension Amendment; wherein, the Sponsor or its designees have agreed to loan to us $.18 per public share (as defined below) that is not redeemed, aggregate for the calendar year (commencing on February 15, 2025 and on the 15th day of each subsequent month) until February 15, 2026, or portion thereof (each, an “Extension Period”), or portion thereof, that is needed to complete an initial Business Combination (each, an “Extension Loan”).

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board in effect from time to time.

“Initial Business Combination” refers to Relativity’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

“Initial Stockholders” refers to holders of the Founder Shares, including the Sponsor (as defined below), A.G.P., George Syllantavos and Anastasios Chrysostomidis and their permitted transferees.

“Interim Period” refers to the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms.

“Investment Company Act” refers to the Investment Company Act of 1940, as amended.

“IPO” refers to Relativity’s initial public offering of units, common stock and warrants that was consummated on February 15, 2022.

“IPO Registration Rights Agreement” refers to the registration rights agreement, dated as of February 10, 2022, by and among Relativity and certain of its securityholders.

“IPO Underwriters” refers to the underwriters in the IPO.

“JOBS Act” refers to the Jumpstart Our Business Startups Act of 2021.

“Lock-Up Agreements” refers to the lock-up agreements expected to be entered into prior to consummation of the Business Combination.

“Material Adverse Effect” refers to any specified person, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person or and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions.

“Material Reduction” refers to a reduction of the valuation of the Target Companies (as defined below) by an amount equal to or greater than five percent (5%) of the Contribution Consideration.

“Merger” refers to the merger of Merger Sub with and into Relativity, with Relativity continuing as the surviving entity as a subsidiary of Pubco, upon the terms and subject to the conditions set forth in the Business Combination Agreement.

“Merger Sub” refers to Relativity Purchaser Merger Sub II Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco.

“Nasdaq” refers to the Nasdaq Stock Market LLC.

 

iii

 

“Non-Competition Agreement” refers to the Non-Competition and Non-Solicitation Agreement in favor of Pubco to be entered into by the BIOT Founder in connection with the Business Combination.

“Non-D&O Lock-Up Agreement” refers to the Non-D&O Lock-Up Agreement, which is expected to be entered into prior to the consummation of the Business Combination, by and among the Sponsor, Pubco, and the holders of Relativity Common Stock

“Outside Date” refers to August 14, 2025, the date by which all conditions to Closing must be satisfactorily performed or waived.

“Private Placement” refers to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of the IPO.

“Private Placement Shares” refers to the 653,750 shares of Relativity Class A Common Stock underlying the Private Placement Units.

“Private Placement Units” refers to the 653,750 units sold to the Sponsor in the Private Placement, each unit consisting of one share of Relativity Class A Common Stock and one Relativity Private Warrant.

“Proposal” or “Proposals” refers, individually or collectively, to (i) the Business Combination Proposal, (ii) the Redemption Limitation Amendment Proposal, and (iii) the Stockholder Adjournment Proposal (as defined below).

“Pubco” refers to Relativity Holdings Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Relativity, which will be renamed Instinct Technical Company Holdings Inc. at the closing of the Business Combination.

“Pubco Board” refers to the board of directors of Pubco.

“Pubco ordinary share” refers to the ordinary shares, par value $0.00001 per share, of Pubco.

“Pubco Private Warrants” refers to the warrants of Pubco into which the Relativity Private Warrants will be converted on a one-for-one basis at the Closing, with each such warrant having substantially the same terms and conditions as a Relativity Private Warrant, except that such warrant will represent the right to acquire Pubco Ordinary Shares in lieu of shares of Relativity Class A Common Stock.

“Pubco Public Warrants” refers to the warrants of Pubco into which the Relativity Public Warrants will be converted on a one-for-one basis at the Closing, with each such warrant having substantially the same terms and conditions as a Relativity Public Warrant, except that such warrant will represent the right to acquire Pubco Ordinary Shares in lieu of shares of Relativity Class A Common Stock.

“Pubco Warrants” refers to the Pubco Private Warrants and Pubco Public Warrants.

“Public Shares” refers to the shares of Class A Common Stock sold as part of the Public Units (as defined below) (whether they were purchased in the IPO or thereafter in the open market).

“Public Stockholders” refers to the holders of the Public Shares.

“Public Units” refers to the units issued in the IPO (including the overallotment units acquired by the IPO Underwriters), each unit consisting of one Public Share and one Relativity Public Warrant.

“Public Warrant Holders” refers to the holders of the Relativity Public Warrants.

“Purchaser Representative” refers to the Sponsor in the capacity as the representative for the stockholders of Pubco (other than the Sellers) from and after the effective time of the Merger in accordance with the terms of the Business Combination Agreement.

“Record Date” refers to [      ], 2025, the date for determining the Relativity stockholders and warrant holders entitled to receive notice of and to vote at the Special Meeting.

“Redemption Limitation” refers to the requirement in Relativity’s Current Charter that it, or any entity that succeeds it as a public company, retain at least $5,000,001 of net tangible assets following the redemption of Public Shares in connection with the Initial Business Combination.

 

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“Redemption Limitation Amendment” refers to a proposed amendment to the Current Charter to eliminate the Redemption Limitation and to authorize Relativity to redeem Public Shares in amounts that would cause Relativity’s net tangible assets to be less than $5,000,001.

“Redemption Limitation Amendment Proposal” refers to the Proposal to approve the Redemption Limitation Amendment.

“Redemption Rights” refer to the rights of the Public Stockholders to demand redemption of their Public Shares for cash in accordance with the procedures set forth in the Current Charter and this proxy statement/prospectus.

“Relativity” refers to Relativity Acquisition Corp., a blank check company incorporated in Delaware as a corporation.

“Relativity Board” refers to Relativity’s board of directors.

“Relativity Class A Common Stock” refers to the Class A common stock, par value of $0.0001 per share, of Relativity.

“Relativity Class B Common Stock” refers to the Class B common stock, par value $0.0001 per share, of Relativity.

“Relativity Common Stock” refers to the Relativity Class A Common Stock and Relativity Class B Common Stock, collectively.

“Relativity Private Warrants” refers to the 653,750 warrants underlying the Private Placement Units.

“Relativity Public Warrants” refers to the warrants issued in the IPO, entitling the holder thereof to purchase one share of Relativity Class A Common Stock at a price of $11.50 per share, subject to adjustment.

“Relativity Warrants” refers to the Relativity Private Warrants and Relativity Public Warrants.

“Representative” refers to A.G.P./Alliance Global Partners, as the representative of the IPO Underwriters.

“Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002, as amended.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Securities Act” refers to the Securities Act of 1933, as amended.

“Seller” or “Sellers” refers, individually or collectively, the shareholder of Instinct Bio Technical Company Inc.

“Seller Representative” refers to Tomoki Nagano in the capacity as the representative of the Sellers from and after the date of the Business Combination Agreement in accordance with the terms of the Business Combination Agreement.

“SPACs” refers to special purpose acquisition companies.

“Special Meeting” refers to the Stockholder Special Meeting.

“Sponsor” refers to Relativity Acquisition Sponsor LLC, a Delaware limited liability company.

“Stockholder Adjournment Proposal” refers to the Proposal to be considered at the Stockholder Special Meeting to adjourn the Stockholder Special Meeting to a later date or dates, if necessary or desirable, at the determination of the Relativity Board.

“Stockholder Special Meeting” refers to the special meeting of the stockholders of Relativity to be held on [      ], 2025 at [    ], Eastern Time, to vote on the Business Combination.

“BIOT” refers to Instinct Bio Technical Company Inc., a Cayman Islands exempted company.

“Target Company” or “Operating Company” refers to Instinct Brothers Co., Ltd, a corporation organized under the laws of Japan, which shall become a subsidiary of BIOT prior to the Closing. Unless

 

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the context otherwise requires, references to “Target Company,” or “Operating Company” in the context of financial information shall be deemed to include BIOT, Target Company, and their respective subsidiaries.

“Transfer Agent” refers to Continental Stock Transfer & Trust Company, as transfer agent for Relativity’s securities.

“Trust Account” refers to the trust account of Relativity that holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Units, together with interest earned thereon, less amounts withdrawn to pay its taxes on such amounts (less up to $100,000 of such net interest to pay dissolution expenses).

“U.S. GAAP” refers to United States generally accepted accounting principles, consistently applied.

“ErShares” refers to ErShares, Inc.

“Withum” refers to WithumSmith+Brown, PC, Relativity’s independent registered public accounting firm.

SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to Pubco’s stockholders following the Business Combination are for illustrative purposes only and assume the following:

•

There are no transfers by the Initial Stockholders of Relativity Common Stock or Relativity Private Warrants prior to the Closing.

​

•

No holders of Relativity Public Warrants exercise any of the outstanding Relativity Public Warrants.

​

•

Solely for purposes of calculating estimated pro forma ownership immediately after the Closing, subject to the assumptions further described herein and, as applicable, within the pro forma financial statement sections of this proxy statement/prospectus, the assumed redemption price upon consummation of the Business Combination is $11.96, which is based on the amount in the Trust Account as of January 17, 2025.

​

•

All of the outstanding Relativity Warrants will become Pubco Warrants exercisable for Pubco ordinary share, in each case in accordance with the terms of the Business Combination Agreement, and none of the Relativity Public Warrants will be exercised for Pubco Ordinary Shares at the consummation of the Business Combination.

​

•

Other than (i) the Pubco Ordinary Shares issued to Relativity upon Pubco’s formation, which shares will be cancelled in connection with the Business Combination, (ii) the Pubco ordinary share and Pubco Warrants to be issued to existing securityholders of Relativity upon consummation of the Business Combination and (iii) the Pubco ordinary share to be issued to the Sellers as Contribution Consideration upon consummation of the Business Combination, there are no other issuances of equity securities of Pubco prior to or in connection with the Closing.

​

•

None of the Sellers exercises appraisal rights in connection with the Closing.

​

•

The Redemption Limitation Amendment Proposal is approved.

​

 

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TRADEMARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/​prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable owner or licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry position and industry data and forecasts that Relativity and BIOT obtained or derived from internal company reports, independent third-party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above. Relativity and BIOT are responsible for this information.

Although both Relativity and BIOT believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed, and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Statements as to industry position are based on market data currently available. While Relativity and BIOT are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. These statements are based on the beliefs and assumptions of the respective management teams of Relativity and BIOT. Although Relativity and BIOT believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Relativity nor BIOT can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Forward-looking statements generally relate to future events or future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern Relativity’s and BIOT’ expectations, strategy, plans or intentions.

Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to:

•

Relativity’s ability to consummate the Business Combination;

​

•

the expected benefits of the Business Combination;

​

•

satisfaction of the conditions to the Business Combination;

​

•

the ability of Pubco to list its securities on Nasdaq at the Closing;

​

•

the future financial and operational performance of, and anticipated financial impact on, Pubco following the Business Combination;

​

•

Pubco’s expansion plans and opportunities;

​

•

Changes in the cosmeceutical landscape;

​

•

BIOT’s relationship with current clients and suppliers;

​

 

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•

BIOT’s ability to transition to a public company;

​

•

BIOT’s operating estimates;

​

•

Availability of materials, labor, resources, transportation and fuel; and

​

•

Future tax and/or economic conditions.

​

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Relativity and BIOT management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Relativity, BIOT and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Relativity’s or BIOT’s views as of any subsequent date. Relativity does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

Relativity securityholders should not place undue reliance on these forward-looking statements in deciding how to vote (or instruct the voting of) their securities in the Special Meeting. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/​prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/​prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Relatively and BIOT prior to the Business Combination, and Pubco and BIOT following the Business Combination. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can Relativity or BIOT assess the impact of all such risk factors on the business of Relativity and BIOT prior to the Business Combination and Pubco and BIOT following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to certain questions that you may have regarding the Business Combination and the Proposals to be presented at the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

Q:

What is the Business Combination?

​

A:

Relativity and BIOT have entered into the Business Combination Agreement, pursuant to which, among other things, (i) Merger Sub will merge with and into Relativity, with Relativity continuing as the surviving entity as a subsidiary of Pubco, and with security holders of Relativity receiving substantially equivalent securities of Pubco, and (ii) the Sellers will contribute all of their right, title and interest in and to the Company Interests to Pubco and receive Pubco Ordinary Shares, as a result of which the Operating Company will become a wholly-owned subsidiary of Pubco and Pubco will become a publicly traded company.

​

Relativity will hold the Stockholder Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement. You are receiving this proxy statement/prospectus in connection with such meeting. See “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement” beginning on page 78. In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1. We urge you to read carefully this proxy statement/prospectus and the Business Combination Agreement in their entirety.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

Relativity is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their shares of Relativity Common Stock and Relativity Public Warrants with respect to the matters to be considered at the Special Meeting.

​

The Business Combination cannot be completed unless Relativity’s stockholders approve the Business Combination Proposal, as described in this proxy statement/prospectus. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders and Public Warrant Holders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of Relativity and a prospectus of Pubco. It is a proxy statement because the Relativity Board is soliciting proxies using this proxy statement/prospectus from its stockholders and Public Warrant Holders. It is a prospectus because Pubco, in connection with the Business Combination, is offering Pubco Ordinary Shares in exchange for outstanding Relativity Common Stock and in exchange for outstanding Company Interests and as part of the consideration to be received as part of the Business Combination. See “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination.”

Q:

What will happen to Relativity’s securities upon consummation of the Business Combination?

​

A:

Public Units, Relativity Class A Common Stock and Relativity Public Warrants are not currently trading. Pubco intends to apply to list the Pubco ordinary share on Nasdaq under the symbol “BIOT” and the Pubco Public Warrants under the symbol “BIOTW.” Pubco will not have units traded on Nasdaq following the consummation of the Business Combination, and the Public Units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. While trading of the Pubco ordinary share and Pubco Public Warrants is expected to begin soon after the consummation of the Business Combination, there can be no assurance that Pubco’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors — Risks Related to Pubco and Ownership of Pubco ordinary share — An active liquid market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of Pubco’s securities.” There will be material differences between the current rights of Relativity stockholders and

​

 

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the rights you can expect to have a holder of Pubco securities, some of which may adversely affect you. For a more detailed discussion of the differences in the rights of Relativity stockholders and holders of Pubco securities, see the section of this proxy statement/prospectus titled “Comparison of Stockholder Rights.”

Q:

What will the Sellers receive in the Business Combination?

​

A:

Upon consummation of the Business Combination, the Sellers will receive newly issued Pubco ordinary share. See the section of this proxy statement/prospectus entitled “Proposal No. 1: The Business Combination Proposal — The Business Combination Agreement — General Terms and Effects; Business Combination Consideration” for additional information. After the Closing, the cash remaining in the Trust Account will be released from the Trust Account and used to pay each of Relativity’s and BIOT’s transaction expenses and other liabilities of Relativity due as of the Closing. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1.

​

Q:

What equity stake will current Public Stockholders, Initial Stockholders and BIOT stockholders hold in Pubco immediately after the consummation of the Business Combination?

​

A:

The table below shows the relative ownership levels of holders of outstanding Pubco Ordinary Shares following the Business Combination under varying redemption scenarios.

​

(1)

Maximum redemption scenario assumes that 62,488 Public Shares, which represents approximately 1.5% of Relativity’s currently outstanding Class A common stock, are redeemed. The maximum redemption scenario represents the maximum level of allowable redemptions, without consideration of net tangible asset requirements.

​

(2)

Consists of (i) 2,006,350 shares issued pursuant to the Business Combination Agreement, (ii) 653,750 Private Placement Shares, (iii) 2,855,380 Founder Shares, and (iv) 1 Class B share.

​

The table below shows the fully diluted relative ownership levels of holders of Pubco Ordinary Shares following the Business Combination under varying redemption scenarios.

(1)

Includes 14,375,000 shares underlying Relativity Public Warrants.

​

 

x

 

(2)

Consists of (i) 2,006,380 shares issued pursuant to the Business Combination Agreement, (ii) 653,750 Private Placement Shares, (iii) 2,855,380 Founder Shares, (iv) 1 Class B share, and (v) 217,917 shares underlying Relativity Private Warrants.

​

The numbers of shares and percentage interests set forth above reflect different redemption scenarios set forth below:

•

Assuming no redemption scenario:   This presentation assumes that no Public Stockholders exercise Redemption Rights with respect to their Public Shares.

​

•

Assuming 50% redemption scenario:   This presentation assumes that the Public Stockholders holding approximately 50% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 31,244 Public Shares are redeemed for an aggregate redemption payment of approximately $346,227, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

​

•

Assuming maximum redemption scenario:   This presentation assumes that the Public Stockholders holding approximately 100.0% of the Public Shares exercise Redemption Rights with respect to their Public Shares. This scenario assumes that [62,488] Public Shares are redeemed for an aggregate redemption payment of approximately $692,453, inclusive of a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

​

The percentage interests set forth above will change if there are additional sources of dilution or the actual facts different in any other manner from the assumptions incorporated in estimated ownership set forth above.

See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Relativity’s stockholders that elect not to redeem their Public Shares will experience significant dilution as a result of the Business Combination. Public Stockholders currently own approximately 3.5% of Relativity Common Stock. As noted above, if no Relativity stockholders redeem their Public Shares in the Business Combination and no Relativity Public Warrants are exercised, Public Stockholders will own approximately 0.2% of the total shares outstanding in Pubco. Following the Business Combination, an aggregate of up to 15,028,750 Pubco Warrants will be outstanding. Relativity stockholders who redeem their Public Shares may continue to hold any Relativity Public Warrants that they owned prior to redemption, the exercise of which would result in additional dilution to non-redeeming Relativity stockholders.

Assuming that there are maximum redemptions, or [62,488] Public Shares held by Public Stockholders are redeemed, the 14,375,000 outstanding Relativity Public Warrants would have an aggregate value of $[        ] (based on the closing price of $[       ] per Relativity Public Warrant on [        ], 2025). See the section titled “Risk Factors — Risks Related to Relativity and the Business Combination — Relativity stockholders who redeem their Public Shares may continue to hold any Relativity Public Warrants that they own, which will result in dilution to non-redeeming Relativity stockholders upon exercise of such Relativity Public Warrants and Risk Factors — Risks Related to Relativity and the Business Combination — The Relativity Warrants may have an adverse effect on the market price of Relativity Common Stock or may create dilution for Public Stockholders.”

Q:

When will the Business Combination be completed?

​

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting; however, such meetings could be adjourned, as described herein. Neither Relativity nor BIOT can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of Relativity and BIOT could result in the Business Combination being completed at a different time or not at all. The Outside Date for consummation of the Business Combination is August 14, 2025. Before the Business Combination can be completed, Relativity must obtain the approval of Relativity stockholders for the Business Combination Proposal, and Relativity

​

 

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and BIOT must also obtain certain necessary regulatory approvals and satisfy other Closing conditions. See “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

Q:

What happens if the Business Combination is not completed?

​

A:

If Relativity does not complete the Business Combination with BIOT for any reason, Relativity would need to search for another target business with which to complete an Initial Business Combination or determine not to extend expiration date for the completion of an Initial Business Combination.

​

On December 21, 2022, Relativity’s stockholders approved the Extension. Upon Relativity’s stockholders’ approval and the Relativity Board’s decision to extend the date by which Relativity must consummate its Initial Business Combination to August 15, 2023, Relativity deposited an aggregate amount of $10,000 from working capital into the Trust Account. In connection with the Extension, stockholders holding 14,221,705 shares of Relativity Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account (approximately $10.29 per public share) resulting in the payment of approximately $146 million from the Trust Account, leaving approximately $1.6 million in the Trust Account. On August 7, 2023, Relativity announced that it had extended the date by which it has to consummate an Initial Business Combination from August 15, 2023 to November 15, 2023, which is the first of two Funded Extension Periods. In accordance with the Sponsor’s request and with the Current Charter, an aggregate amount of $1,000 from Relativity’s working capital was deposited into the Trust Account on August 3, 2023. On November 9, 2023, Relativity announced that it had extended the date by which it has to consummate an Initial Business Combination from November 15, 2023 to February 15, 2024, which is the second of two Funded Extension Periods. In accordance with the Sponsor’s request and with the Current Charter, an aggregate amount of $1,000 from Relativity’s working capital was deposited into the Trust Account on November 9, 2023. On January 31, 2024, Relativity filed a definitive proxy statement on Schedule 14A with the SEC for a special meeting of stockholders to be held at 10:00 a.m. Eastern time on February 13, 2024 to amend its Current Charter to extend the date by which it must consummate its Initial Business Combination from February 15, 2024 to February 15, 2025 and to amend Trust Agreement to permit the Trustee to maintain the funds in the Trust Account in an interest-bearing demand deposit account at a bank. On January 28, 2025, the Company announced that it had extended the date by which is has to consummate a Business Combination through the Third Extension Amendment, the Sponsor or its designees have agreed to loan to us $.18 per public share (as defined below) that is not redeemed, aggregate for the calendar year (commencing on February 15, 2025 and on the 15th day of each subsequent month) until February 15, 2026, or portion thereof (each, an “Extension Period”), or portion thereof, that is needed to complete an initial Business Combination (each, an “Extension Loan”).

As of January 17, 2025, Relativity had approximately $770,000 available in the Trust Account. If Relativity does not complete the Business Combination or another business combination by February 15, 2026, subject to Relativity’s provision of an aggregate of $12,000 from its working capital into the Trust Account aggregate for the calendar year for the Third Funded Extension Period, in accordance with the requirements set forth in the Current Charter (or such later date as may be approved by Relativity stockholders in an amendment to its Current Charter), Relativity must redeem 100% of the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Relativity to pay its taxes on such amounts (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares. The Initial Stockholders have waived any rights it may have with respect to any monies held in the Trust Account as a result of any liquidation of Relativity with respect to the Founder Shares and the Private Placement Shares and, accordingly, in the event an Initial Business Combination is not effected by Relativity by February 15, 2026, such securities would be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the outstanding Relativity Warrants. Accordingly, the Relativity Warrants will expire worthless.

 

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Q:

When and where are the Special Meeting?

​

A:

The Stockholder Special Meeting will be held on [       ], 2025, at [   ] a.m., Eastern Time, the Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Meeting online, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/relativityacquisition/202, or such other date, time, and place to which such meeting may be adjourned. All Relativity stockholders as of the Record Date, or their duly appointed proxies, may attend the Stockholder Special Meeting.

​

Q:

What am I being asked to vote on and why is this approval necessary?

​

A:

Relativity’s stockholders are being asked to vote on the following Proposals:

​

•

A Proposal to adopt the Business Combination Agreement and the transactions contemplated thereby. See the section entitled “Proposal No. 1 — The Business Combination Proposal”;

​

•

A Proposal to adopt the amendment to Relativity’s Current Charter to eliminate the requirement that Relativity, or any entity that succeeds Relativity as a public company, retain at least $5,000,001 of net tangible assets following the redemption of Public Shares in connection with the Business Combination (the “Redemption Limitation”) and to authorize Relativity to redeem Public Shares in amounts that would cause Relativity’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”). See the section entitled “Proposal No. 2 — “The Redemption Limitation Amendment Proposal”; and

​

•

A Proposal to approve the adjournment of the Stockholder Special Meeting to a later date or dates, if necessary or desirable, at the determination of the Relativity Board. See the section entitled “Proposal No. 3 — The Stockholders Adjournment Proposal.”

​

If Relativity’s stockholders fail to approve the Business Combination Proposal, the Business Combination will not occur. The Initial Stockholders will be able to approve all of the Proposals to be presented at the Stockholder Special Meeting, including approval of the Business Combination Proposal, even if no Public Stockholder votes in favor of approving the Business Combination Proposal or any of the other Proposals to be presented at the Special Meeting. The Business Combination is not conditioned on the approval of the Redemption Limitation Amendment Proposal or the Stockholder Adjournment Proposal. The Redemption Limitation Amendment Proposal is conditioned on the approval of the Business Combination Proposal.

Q:

Why is Relativity proposing the Business Combination?

​

A:

Relativity is blank-check company incorporated as a Delaware corporation on April 13, 2021 for the purposes of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

​

Based on its due diligence investigations of BIOT and the industry in which it operates, including the financial and other information provided by BIOT in the course of the parties’ negotiations in connection with the Business Combination Agreement, Relativity believes that BIOT aligns well with the objectives laid out in its investment thesis. As a result, Relativity believes that the Business Combination will provide Relativity’s stockholders with an opportunity to participate in the ownership of a publicly-listed company with significant growth potential at an attractive valuation. Stockholder approval of the Business Combination is required by the Business Combination Agreement and the Current Charter, as well as to comply with Nasdaq Listing Rules 5635(a) and (b). See the section of this proxy statement/​prospectus entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — The Relativity Board’s Recommendation and Reasons for the Approval of the Business Combination” for additional information.

Q:

Did the Relativity Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

Yes. The Relativity Board obtained a fairness opinion from ErShares dated February 24, 2025, which

​

 

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provided that, as of February 24, 2025 and based on and subject to the assumptions, qualifications and other matters set forth therein, the total consideration to be paid by Relativity in the Business Combination was fair, from a financial perspective, to the stockholders of Relativity. Relativity obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. For additional information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of ErShares as Fairness Opinion Provider” and the opinion of ErShares attached hereto as Annex E for additional information.

Q:

Do I have Redemption Rights?

​

A:

If you are a holder of Public Shares, you have the right to demand that Relativity redeem such shares for a pro rata portion of the cash held in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to Relativity to pay its taxes on such amounts (less up to $100,000 of such net interest to pay dissolution expenses)), calculated as of two (2) business days prior to the consummation of the Business Combination, upon the Closing of the Business Combination.

​

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Q:

Will how I vote affect my ability to exercise Redemption Rights?

​

A:

No. You may exercise your Redemption Rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholder, and, subject to the terms and conditions of the Business Combination Agreement, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemptions by Public Stockholders. Also, with fewer shares of common stock and Public Stockholders, the trading market for Pubco ordinary share may be less liquid than the market for Relativity Class A Common Stock prior to the Business Combination, and Pubco may not be able to meet the listing standards of Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Pubco’s business will be reduced.

​

Q:

How do I exercise my Redemption Rights?

​

A:

If you are a Public Stockholder and wish to exercise your Redemption Rights, you must demand that Relativity redeem your shares for cash no later than 5:00 p.m., Eastern Time, on [        ], 2025 by delivering your share certificates (if any) and other redemption forms to the Transfer Agent physically or electronically using the DWAC System prior to the vote at the Stockholder Special Meeting. Holders of Public Units must elect to separate such units into the underlying Public Shares and Relativity Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their Public Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Public Units into underlying Public Shares and Relativity Public Warrants, or if a holder holds Public Units registered in its own name, the holder must contact the Transfer Agent directly and instruct them to do so. Any holder of Public Shares (other than the Initial Stockholders) will be entitled to demand that such holder’s Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $770,000, or $11.96 per share, as of the Record Date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to Relativity to pay its taxes on such amounts (less up to $100,000 of such net interest to pay dissolution expenses), if any, will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in the

​

 

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Trust Account could become subject to the claims of Relativity’s creditors, if any, which could have priority over the claims of Public Stockholders, regardless of whether such Public Stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your Redemption Rights.

Any written demand of Redemption Rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the Stockholder Special Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent prior to the vote at the Stockholder Special Meeting.

If a holder of Public Shares properly makes a request for redemption and the certificates for the Public Shares (if any) along with the redemption forms are delivered as described to Transfer Agent as described herein, then, if the Business Combination is consummated, Relativity will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your Redemption Rights, then you will be exchanging your Public Shares for cash.

Any request to redeem Public Shares, once made, may be withdrawn at any time, with Relativity’s consent, until the closing of the Business Combination. If Relativity receives valid redemption requests from holders of Public Shares prior to the redemption deadline, Relativity may, at its sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. Relativity may select which holders to seek such withdrawals of redemption requests from based on any factors it may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account. If a holder of Public Shares delivered its Public Shares for redemption to the Transfer Agent and decides within the required timeframe not to exercise its Redemption Rights, it may request that the Transfer Agent return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus.

Q:

What are the U.S. federal income tax consequences of exercising my Redemption Rights?

​

A:

In the event that a U.S. Holder elects to redeem its Public Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the Public Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale or exchange of the Public Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Public Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Public Shares redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

​

See the section titled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights to U.S. Holders” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Public Shares for cash.

Q:

Will holders of Public Units, Relativity Public Warrants or Public Shares be subject to U.S. federal income tax on the Pubco ordinary shares received in the Business Combination?

​

A:

Subject to the limitations and qualifications described in the section of this proxy statement/prospectus titled “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Business Combination,” the parties to the Business Combination intend that the Business Combination qualify as a tax-free exchange pursuant to Section 351 of the Code for U.S. federal income tax purposes. The requirements for tax-free treatment are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination

​

 

xv

 

that are beyond Relativity and Pubco’s control. To the extent the Business Combination does not so qualify, it could result in the imposition of substantial taxes to the holders of Public Shares and Relativity Public Warrants.

Moreover, Section 367(a) of the Code and the applicable Treasury regulations promulgated thereunder provide that, where a U.S. person exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. (“foreign”) corporation in a transaction that qualifies as a reorganization, the U.S. person is required to recognize any gain, but not loss, realized on such exchange unless certain additional requirements are met. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

The appropriate U.S. federal income tax treatment of the Relativity Public Warrants in connection with the Business Combination is uncertain. It is possible that a U.S. Holder of Relativity Public Warrants could be treated as exchanging such Relativity Public Warrants for “new” warrants. If so treated, a U.S. Holder could be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the Pubco Public Warrants held by such U.S. Holder immediately following the Business Combination and the adjusted tax basis of the Relativity Public Warrants held by such U.S. Holder immediately prior to the Business Combination. Alternatively, it is also possible that a U.S. Holder of Relativity Public Warrants could be treated as transferring its Relativity Public Warrants and Relativity Public Shares to Pubco for Pubco Public Warrants and Pubco ordinary shares in an exchange governed only by Section 351 of the Code. If so treated, a U.S. Holder should be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the Pubco Public Warrants treated as received by such holder and the Pubco ordinary shares received by such holder over (y) such holder’s aggregate adjusted tax basis in the Relativity Public Warrants and Relativity Public Shares treated as having been exchanged therefor) and (ii) the fair market value of the Pubco Public Warrants treated as having been received by such holder in such exchange.

If the Business Combination qualifies as a transaction governed by Section 351 of the Code and the requirements of Section 367(a) of the Code described above are satisfied, and subject to the discussion above regarding Relativity Public Warrants, a U.S. Holder that exchanges its Relativity securities in the Business Combination for Pubco ordinary shares generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Pubco ordinary shares received in the Business Combination by a U.S. Holder should be equal to the adjusted tax basis of the Relativity securities surrendered in the Business Combination in exchange therefor. The holding period of the Pubco ordinary shares should include the holding period of the Relativity securities surrendered in the Business Combination in exchange therefor.

If the Business Combination does not qualify as a tax-free exchange, then a U.S. Holder that exchanges its Public Shares or Relativity Public Warrants, as applicable, for Pubco ordinary shares pursuant to the Business Combination will recognize gain or loss equal to the difference between (i) the fair market value of the Pubco ordinary shares received and (ii) the U.S. Holder’s adjusted tax basis in the Public Shares or Relativity Public Warrants exchanged.

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. For a more detailed discussion of certain U.S. federal income tax consequences of the Business Combination, see the section titled “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Business Combination” in this proxy statement/​prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Q:

Do I have appraisal rights in connection with the Business Combination?

​

A:

No. Neither Relativity stockholders nor Relativity warrant holders have appraisal rights in connection with the Business Combination under the DGCL.

​

 

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Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

​

A:

The net proceeds of the IPO, together with funds raised from the sale of Private Placement Units simultaneously with the consummation of the IPO, was placed in the Trust Account immediately following the IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay Public Stockholders who exercise Redemption Rights and fees, loans and expenses incurred in connection with the Business Combination.

​

The total amount of fees, loans and expenses expected to be paid in connection with the Business Combination is expected to be approximately $[2.456 million, which will exceed the amount remaining in the Trust Account following redemptions by a minimum of $[1,763,886] million, which assumes that no Public Stockholders elect to exercise Redemption Rights. Pubco intends to pay the difference by utilizing cash available on-hand or through financing from the sale of the securities of Pubco or BIOT. However, there can be no assurance that Pubco or BIOT will be successful in obtaining sufficient financing on terms acceptable to Pubco or BIOT. Moreover, this payment may have a negative effect on Pubco’s ability to grow its business after Closing in the manner described in this proxy statement/​prospectus.

See “Unaudited Pro Forma Condensed Combined Financial Information.” See also “Risk Factors — Risk Related to Operational Factors Affecting BIOT — BIOT’s ability to generate sufficient cash depends on numerous factors beyond our control, and BIOT may be unable to generate sufficient cash flow to service our debt obligations” and — “BIOT’s ability to achieve long-term growth objectives, execute its business plan maintain and expand our operations, and invest in our business, maintain and expand our operations and compete in the future will be adversely affected if adequate capital is not available” and — “Risks Related to Relativity and the Business Combination — Unlike some other blank check companies, Relativity does not have a specified maximum redemption threshold. The absence of such a redemption threshold will make it easier for Relativity to consummate the Business Combination even if a substantial number of its stockholders redeem their shares.”

Q:

What happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

​

A:

Public Stockholders may vote in favor of the Business Combination and still exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemptions by Public Stockholders. If the Redemption Limitation Amendment Proposal is not passed at the Stockholder Special Meeting, in no event will Relativity redeem its Public Shares in an amount that would cause its (or Pubco’s, after giving effect to the transactions contemplated by the Business Combination Agreement) net tangible assets to be less than $5,000,001, as provided in the Current Charter.

​

If a Public Stockholder exercises its Redemption Rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that there are maximum redemptions, or [0] Public Shares held by Public Stockholders are redeemed, the 14,375,000 retained outstanding Relativity Public Warrants would have had an aggregate value of $[           ] (based on the closing price of $[        ] per Relativity Public Warrant on [           ], 2025). If a substantial number of, but not all, Public Stockholders exercise their Redemption Rights, any non-redeeming stockholders would experience dilution to the extent such warrants are exercised and additional Pubco Ordinary Shares are issued.

If the Business Combination is completed notwithstanding redemptions, Pubco will have fewer Pubco Ordinary Shares outstanding and fewer Public Stockholders. With fewer Pubco Ordinary Shares and fewer Public Stockholders, the trading market for Pubco ordinary share may be less liquid than the market for the Public Shares was prior to the Business Combination, and Pubco may not be able to meet the listing standards for Nasdaq. If Pubco’s securities are not approved for listing on Nasdaq and certain other closing conditions are not met or waived among the parties, the Business Combination will not close. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into Pubco’s business will be reduced. See “Risk Factors” and the Q&A above for more details.

 

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Q:

Do the Sponsor or any of Relativity’s directors or officers have interests that may conflict with my interests with Respect to the Business Combination?

​

A:

In considering the recommendation of the Relativity Board to vote in favor of approval of the Business Combination Proposal, stockholders should keep in mind that the Sponsor and Relativity’s directors and officers have interests in such Proposals that are different from, or in addition to, those of Relativity’s stockholders generally, including the aggregate amount of $6,562,500 at risk to the Initial Stockholders (including the Sponsor), which is the amount that the Initial Stockholders paid for their Founder Shares and the Sponsor paid for the Private Placement Units. Relativity’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to the Public Stockholders that they approve the Business Combination. Further, the interests of members of the Sponsor and current officers or directors of Relativity may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating Relativity. Public Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the interests listed below:

​

•

if Relativity does not consummate an Initial Business Combination by February 15, 2026 (unless such date is extended pursuant to the terms of the Current Charter or by Relativity’s stockholders), it would either need stockholders to vote for an Extension of such date or cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the Relativity Board, dissolving and liquidating. In such event, the Founder Shares held by the Initial Stockholders, which were initially acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. The aggregate value of the Founder Shares is estimated to be approximately $[52,159,300], assuming the per share value of the Founder Shares is the same as the $[12.28] closing price of the Relativity Class A Common Stock on Nasdaq on January 11th, 2023, the date the shares stopped trading (the “Trading Halt”), and are expected to have a significantly higher value than $25,000 at the time of the consummation of the Business Combination). As a result, the Initial Stockholders are likely to be able to recoup their investment in Relativity and make a substantial profit on that investment, even if after the Closing Pubco ordinary share loses significant value. This means that the Initial Stockholders could earn a positive rate of return on their investment, even if Public Stockholders experience a negative rate of return in the post-Business Combination company. Accordingly, Relativity’s management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the Public Stockholders to pursue and consummate an Initial Business Combination (such as the Business Combination) rather than to liquidate and to return all of the cash in the Trust Account to the Public Stockholders, even if that business combination were with a less favorable target company or on terms less favorable to stockholders rather than liquidate;

​

•

in connection with the closing of the IPO, the Sponsor purchased an aggregate of 653,750 Private Placement Units at a price of $10.00 per Private Placement Unit. Each Private Placement Unit consists of one share of Relativity Class A Common Stock and one Relativity Private Warrant. Each of the 653,750 Relativity Private Warrants included in the Private Placement Units is exercisable to purchase one share of Relativity Class A Common Stock at a price of $11.50 per share, subject to adjustment. If we do not consummate an Initial Business Combination transaction by February 15, 2026 (unless such date is extended pursuant to the terms of the Current Charter or by Relativity’s stockholders), then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the Public Stockholders and the Private Placement Units sold to the Sponsor will be worthless. The Private Placement Units had an aggregate market value of approximately $[8,492,213] based upon the closing price of $[12.99] per Public Unit on Nasdaq on [January 11, 2023, the date of the Trading Halt]. Accordingly, Relativity’s management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the Public Stockholders to pursue and consummate an Initial Business Combination rather than to liquidate and to return all of the cash in the Trust Account to the Public Stockholders, even if that business combination were with a less favorable target company or on terms less favorable to stockholders rather than liquidate;

​

 

xviii

 

•

the fact that the Sponsor and Relativity’s directors and officers have agreed, as part of the IPO and to induce Relativity and the underwriters to enter into the underwriting agreement in connection with the IPO, not to redeem any shares of Relativity Common Stock in connection with a stockholder vote to approve a proposed Initial Business Combination;

​

•

in order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will indemnify Relativity if and to the extent any claims by a third party for services rendered or products sold to Relativity, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable (which interest will be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

​

•

if Relativity does not complete an Initial Business Combination by February 15, 2026 (or such other date as approved by Relativity’s stockholders), a portion of the proceeds from the sale of the Private Placement Units will be included in the liquidating distribution to Relativity’s Public Stockholders and the Private Placement Units sold to the Sponsor will be worthless;

​

•

the fact that the Initial Stockholders have agreed to vote any Founder Shares and Private Placement Shares in favor of the Business Combination and the Sponsor and Relativity’s directors and officers have also agreed to vote any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination, regardless of how Public Stockholders vote, provided that in no event will Relativity’s Sponsor, directors, officers or their affiliates vote their shares if such shares were purchased from public stockholders after the business combination was announced;

​

•

following consummation of the Business Combination, the Sponsor, Relativity’s officers and directors and their respective affiliates would be entitled to reimbursement for certain reasonable out-of-pocket expenses related to identifying, investigating and consummating an Initial Business Combination, and repayment of any other loans, if any, on such terms as to be determined by Relativity from time to time, made by Sponsor or certain of Relativity’s officers and directors to finance transaction costs in connection with the Business Combination. However, if Relativity fails to consummate an Initial Business Combination within the required period, the Sponsor and Relativity’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement. However, there have been no material out-of-pocket expenses subject to reimbursement to date and Relativity does not anticipate any such expenses prior to Closing;

​

•

following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to Relativity and remain outstanding. As of the date of this proxy statement/prospectus, the Sponsor has not made any advances to Relativity for working capital expenses;

​

•

if Relativity does not complete an Initial Business Combination within the required period, it may use a portion of its working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans;

​

•

the Sponsor will enter into the A&R Registration Rights Agreement at Closing, which provides for registration rights of the Sponsor and certain other stockholders following consummation of the Business Combination; and

​

•

Relativity’s officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement.

​

These interests, which create actual and potential conflicts of interest further described in the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the

 

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Business Combination.” Accordingly, these interests may have influenced Relativity Board in making their recommendation that you vote in favor of the approval of the Business Combination. The members of the Relativity Board were aware of and considered these interests, among other matters, when they approved the Business Combination and recommended that Relativity’s stockholders approve the proposals required to effect the Business Combination. The Relativity Board determined that the overall benefits expected to be received by Relativity and its stockholders in the Business Combination outweighed any potential risk created by the conflicts stemming from these interests. In addition, the Relativity Board concluded that the potentially disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for the IPO and these interests are disclosed in this proxy statement/prospectus, and that stockholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein, (ii) most of these disparate interests would exist with respect to a business combination by Relativity with any other target business or businesses, (iii) the Sponsor and Relativity’s directors and officers will hold equity interests in Pubco with value that, after the Closing, will be based on the future performance of Pubco, which may be affected by various other factors other than these interests and (iv) Relativity retained ErShares to provide a fairness opinion to the Relativity Board in connection with the Business Combination and, on February 24, 2025 ErShares delivered its opinion to the Relativity Board as to the fairness, from a financial point of view, of the consideration to be issued to the Sellers pursuant to the Business Combination Agreement. For a description of the opinion issued by ErShares to the Relativity Board, please see the section titled “Proposal No. 1 — The Business Combination Proposal — Opinion of ErShares as Fairness Opinion Provider.” In addition, Relativity’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the Relativity Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby.

Q:

Does Relativity currently have any plans to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties?

​

Our Sponsor may enter into one or more non-redemption agreements with certain stockholders which would provide for the allocation of Relativity Class A Common Stock in exchange for the stockholder agreeing to hold and not redeem certain public shares (“Non-Redemption Agreements”). We have not begun such conversation with certain stockholders regarding such Non-Redemption Agreements, nor have executed any such agreements at this time.

At this time, there are no negotiations for, or conditional intent to enter into any, additional financings. Any such financing will have a dilutive impact on Public Stockholders’ equity stake and voting power.

Q:

How do the Initial Stockholders intend to vote on the Proposals at the Stockholder Special Meeting?

​

A:

The Initial Stockholders own of record and are entitled to vote an aggregate of approximately 98.5% of the outstanding shares of Relativity Common Stock. The Initial Stockholders have agreed to vote any Founder Shares and Private Placement Shares in favor of the Business Combination and the Sponsor and Relativity’s directors and officers have also agreed to vote any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination, provided that in no event will Relativity’s Sponsor, directors, officers or their affiliates vote their shares if such shares were purchased from public stockholders after the business combination was announced. Accordingly, the Initial Stockholders will be able to approve all of the Proposals to be presented at the Stockholder Special Meeting, including approval of the Business Combination Proposal, even if no Public Stockholder votes in favor of approving the Business Combination Proposal or any of the other Proposals to be presented at the Special Meeting.

​

Notwithstanding the foregoing, in no event will Relativity’s Sponsor, directors, officers or their affiliates vote their shares if such shares were purchased from public stockholders. Any such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•

if Relativity’s Sponsor, directors, officers or their affiliates were to purchase Relativity Shares on the open market from Relativity Public Shareholders, they would do so at a price no higher than the price offered through Relativity’s redemption process;

​

 

xx

 

•

any Relativity Shares purchased by Relativity’s Sponsor, directors, officers or affiliates would not be voted in favor of approving the Proposals;

​

•

Relativity’s Sponsor, directors, officers or their affiliates would not possess any redemption rights with respect to the Relativity Shares or, if they do acquire and possess redemption rights, they would waive such rights;

​

•

Relativity would disclose in a Form 8-K, prior to the Extraordinary General Meeting, the following items:

​

•

the amount of Relativity Shares purchased outside of the redemption offer by Relativity’s Sponsor, directors, officers or their affiliates, along with the purchase price;

​

•

the purpose of the purchases by Relativity’s Sponsor, directors, officers or their affiliates;

​

•

the impact, if any, of the purchases by Relativity’s Sponsor, directors, officers or their affiliates on the likelihood that the Proposals will be approved;

​

•

the identities of Relativity security holders who sold to Relativity’s Sponsor, directors, officers or their affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold to Relativity’s Sponsor, directors, officers or their affiliates; and

​

•

the number of Relativity Shares for which Relativity has received redemption requests pursuant to its redemption offer.

​

Q:

What constitutes a quorum at the Special Meeting?

​

A:

A majority of the voting power of all outstanding shares of capital stock of Relativity entitled to vote as of the Record Date at the Stockholder Special Meeting must be represented in person or by proxy at the Stockholder Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. The Initial Stockholders, who currently own approximately 98.5% of the issued and outstanding shares of Relativity Common Stock, will count towards this quorum. Because all of the Proposals to be voted on at the Stockholder Special Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any Proposals unless instructed, so Relativity does not expect there to be any broker non-votes at the Stockholder Special Meeting. As a result, as of the Record Date, in addition to the Initial Stockholders, no additional holders of Relativity Common Stock would be required to be present at the Stockholder Special Meeting to achieve a quorum.

​

Q:

What vote is required to approve each Proposal at the Special Meeting?

​

A:

The Business Combination Proposal:

​

The affirmative vote of the holders of a majority of the shares of Relativity Common Stock that are voted at the Stockholder Special Meeting, voting together as a single class, is required to approve the Business Combination Proposal. Relativity stockholders must approve the Business Combination Proposal in order for the Business Combination to occur. The transaction is not structured so that approval of at least a majority of unaffiliated security holders of Relativity is required. If Relativity stockholders fail to approve the Business Combination Proposal, the Business Combination will not occur.

The Redemption Limitation Amendment Proposal:

The affirmative vote of the holders of at least a majority of all outstanding shares of Relativity Common Stock, voting together as a single class, is required to approve the Redemption Limitation Amendment Proposal.

The Stockholder Adjournment Proposal:

The affirmative vote of the holders of a majority of the shares of Relativity Common Stock that are voted at the Stockholder Special Meeting, voting together as a single class, is required to approve the Stockholder Adjournment Proposal.

 

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The Initial Stockholders will be able to approve all of the Proposals to be presented at the Stockholder Special Meeting, including the Business Combination Proposal, even if no Public Stockholder votes in favor of approving the Business Combination Proposal or the Stockholder Adjournment Proposal at the Stockholder Special Meeting.

Q:

Do any of Relativity’s directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of Relativity’s stockholders?

​

A:

Relativity’s officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Relativity’s stockholders generally. The Sponsor and Relativity’s directors and officers have interests in such Proposals that are different from, or in addition to, those of Relativity’s stockholders generally, including the aggregate amount of $6,562,500 at risk to the Initial Stockholders (including the Sponsor), which is the amount that the Initial Stockholders paid for their Founder Shares and the Sponsor paid for the Private Placement Units. The Relativity Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the stockholders of Relativity. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

​

Q:

What do I need to do now?

​

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Stockholder Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares or warrants are held in the name of your broker, bank or other nominee.

​

Q:

How do I vote?

​

A:

If you are a stockholder of record of Relativity as of the Record Date, you may submit your proxy before the Stockholder Special Meeting, complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

​

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Stockholder Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:

 How many votes do I have at the Special Meeting?

​

A:

Relativity’s stockholders and Public Warrant Holders are each entitled to one vote at their respective Special Meeting for each share of Relativity Common Stock or each Relativity Public Warrant held of record as of the Record Date. As of the close of business on the Record Date, there were [4,309,988] outstanding shares of Relativity Common Stock outstanding.

​

Q:

If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

​

A:

As discussed above, if your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares in “street name” by returning a proxy card directly to Relativity or by voting online at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

​

Under the rules of Nasdaq, brokers who hold securities in “street name” for a beneficial owner of those securities typically have the authority to vote in their discretion on “routine” proposals when they

 

xxii

 

have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all Proposals to be voted on at the Special Meeting are “non-routine” matters, and therefore, Relativity does not expect there to be any broker non-votes at the Special Meeting.

If you are a Relativity stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Proposals to be presented at the Special Meeting.

Q:

What if I attend either of the Special Meeting and abstain or do not vote?

​

A:

For purposes of the Special Meeting, an abstention occurs when a securityholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

​

If you are a Relativity stockholder that attends the Stockholder Special Meeting in person and fails to vote on the Business Combination Proposal or the Stockholder Adjournment Proposal, your failure to vote will have no effect on the vote count. If you are a Relativity stockholder that attends the Stockholder Special Meeting in person and you respond to such proposals with an “abstain” vote, your “abstain” vote will have no effect on any of the Proposals.

If you are a Relativity stockholder that attends the Stockholder Special Meeting in person and fails to vote on the Redemption Limitation Amendment Proposal, your failure to vote will have the same effect as a vote against the Redemption Limitation Amendment Proposal. If you are a Relativity stockholder that attends the Stockholder Special Meeting in person and you respond to such Proposals with an “abstain” vote, your “abstain” vote will have the same effect as a vote against the Redemption Limitation Amendment Proposal.

Q:

What will happen if I return my proxy card without indicating how to vote?

​

A:

If you sign and return your proxy card without indicating how to vote on any particular Proposal, the Relativity shares or Relativity Public Warrants represented by your proxy will be voted as recommended by the Relativity Board with respect to that Proposal.

​

Q:

May I change my vote after I have delivered my proxy or voting instruction card?

​

A:

Yes. You may change your vote at any time before your proxy is voted at either of the Special Meeting. You may do this in one of three ways:

​

•

filing a notice with Relativity or its proxy solicitor;

​

•

mailing a new, subsequently dated proxy card; or

​

•

by attending the Special Meeting and electing to vote your shares or Relativity Public Warrants.

​

If you are a stockholder of record of Relativity and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Relativity Acquisition Corp., 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, Nevada 89169, and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 5:00 p.m., Eastern time, on [        ], 2025, or by voting at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of Relativity Common, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:

What happens if I fail to take any action with respect to the Special Meeting?

​

A:

If you fail to take any action with respect to the Stockholder Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of Pubco. Failure to take any action with respect to the Stockholder Special Meeting will not affect your ability

​

 

xxiii

 

to exercise your Redemption Rights. If you fail to take any action with respect to the Stockholder Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of Relativity while Relativity searches for another target business with which to complete an Initial Business Combination.

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Stockholders may receive more than one set of voting materials for their respective Special Meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card for the Special Meeting. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of yourshares.

​

Q:

Whom should I contact if I have any questions about the proxy materials or voting?

​

A:

If you have questions about the Proposals or if you need additional copies of the proxy statement/​prospectus or the enclosed proxy card you should contact Relativity’s proxy solicitor at:

​

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Tel: 877-870-8565 (toll-free) or
(206) 870-8565 (banks and brokers can call collect)

Email: ksmith@advantageproxy.com To obtain timely delivery, Relativity’s stockholders and Public Warrant Holders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about Relativity from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to the Transfer Agent at least two business days prior to the Stockholder Special Meeting in accordance with the procedures detailed under the question “How do I exercise my Redemption Rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

 

xxiv

 

1

 

2

 

3

 

4

 

​

5

 

​

6

 

7

 

8

 

​

​

​

Assuming No Redemption

​

​

Assuming 50% Redemption

​

​

Assuming Maximum Redemption

​

​

​

​

Shares

​

​

%

​

​

Shares

​

​

%

​

​

Shares

​

​

%

​

Public Stockholders(1)

​

​

​

​

62,488

​

​

​

​

​

0.22

​

​

​

​

​

31,244

​

​

​

​

​

0.11

​

​

​

​

​

—

​

​

​

​

​

0.00

​

​

Sellers

​

​

​

​

22,050,000

​

​

​

​

​

76.52

​

​

​

​

​

22,050,000

​

​

​

​

​

76.60

​

​

​

​

​

22,050,000

​

​

​

​

​

76.69

​

​

Initial Stockholders (excluding the Sponsor)

​

​

​

​

738,369

​

​

​

​

​

2.56

​

​

​

​

​

738,369

​

​

​

​

​

2.57

​

​

​

​

​

738,369

​

​

​

​

​

2.56

​

​

Sponsor(2)

​

​

​

​

5,515,381

​

​

​

​

​

19.14

​

​

​

​

​

5,515,381

​

​

​

​

​

19.16

​

​

​

​

​

5,515,381

​

​

​

​

​

19.18

​

​

Everise Concepts PLT

​

​

​

​

450,000

​

​

​

​

​

1.56

​

​

​

​

​

450,000

​

​

​

​

​

1.56

​

​

​

​

​

450,000

​

​

​

​

​

1.57

​

​

Shares outstanding

​

​

​

​

28,816,238

​

​

​

​

​

100.00

​

​

​

​

​

28,784,994

​

​

​

​

​

100.00

​

​

​

​

​

28,753,750

​

​

​

​

​

100.00

​

​

​

​

​

Assuming No Redemption

​

​

Assuming 50% Redemption

​

​

Assuming Maximum Redemption

​

​

​

​

Shares

​

​

%

​

​

Shares

​

​

%

​

​

Shares

​

​

%

​

Public Stockholders(1)

​

​

​

​

14,437,488

​

​

​

​

​

33.26

​

​

​

​

​

14,406,244

​

​

​

​

​

33.21

​

​

​

​

​

14,375,000

​

​

​

​

​

33.16

​

​

Sellers

​

​

​

​

22,050,000

​

​

​

​

​

50.80

​

​

​

​

​

22,050,000

​

​

​

​

​

50.83

​

​

​

​

​

22,050,000

​

​

​

​

​

50.87

​

​

Initial Stockholders (excluding the Sponsor)

​

​

​

​

738,369

​

​

​

​

​

1.70

​

​

​

​

​

738,369

​

​

​

​

​

1.70

​

​

​

​

​

738,369

​

​

​

​

​

1.70

​

​

Sponsor(2)

​

​

​

​

5,733,298

​

​

​

​

​

13.20

​

​

​

​

​

5,733,298

​

​

​

​

​

13.22

​

​

​

​

​

5,733,298

​

​

​

​

​

13.23

​

​

Everise Concepts PLT

​

​

​

​

450,000

​

​

​

​

​

1.04

​

​

​

​

​

450,000

​

​

​

​

​

1.04

​

​

​

​

​

450,000

​

​

​

​

​

1.04

​

​

Shares outstanding

​

​

​

​

43,409,155

​

​

​

​

​

100.00

​

​

​

​

​

43,377,911

​

​

​

​

​

100.00

​

​

​

​

​

43,346,667

​

​

​

​

​

100.00

​

​

​

9

 

(in millions)

​

​

Assuming No Redemptions

​

​

Assuming Maximum Redemptions(1)

​

Sources

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash held in Trust Account

​

​

​

$

​

​

​

​

$

​

​

Pubco’s Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Sources

​

​

​

$

​

​

​

​

$

​

​

Uses

​

​

​

​

​

​

​

​

​

​

​

​

​

Pubco’s Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

Transaction Costs(2)

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Uses

​

​

​

$

​

​

​

​

$

​

​

​

​

10

 

11

 

​	​	​	​	Interest in Securities	​	​	Other Compensation	​
​	Sponsor	​	​	On February 27, 2023, Purchaser issued an aggregate of 3,593,749 shares of Class A Common Stock to its Sponsor, A.G.P., George Syllantavos and Anastasios Chrysostomidis, the holders of the Founder Shares, upon the conversion of an equal number of shares of Class B Common Stock that were originally purchased for $25,000. Following the conversion, the Sponsor was the beneficial owner of 3,033,905 shares of Class A Common Stock and one share of Class B Common Stock. The Sponsor then transferred 533,525 shares of Class A Common Stock to certain members of the Sponsor. The Sponsor currently holds 2,855,380 shares of Class A Common Stock that were converted from Class B Common Stock and one share of Class B Common Stock.	​	​	At closing, pursuant to the Business Combination Agreement, Pubco will use cash from the Trust Account to pay Relativity transaction expenses and to reimburse or pay Sponsor or its affiliates for any outstanding loans or other obligations of Relativity to Sponsor or its affiliates. Relativity currently estimates that the total amount payable for Relativity transaction expenses and any outstanding loans or other obligations of Relativity to Sponsor is approximately $       million.	​
​	​	​	​	In connection with the closing of the IPO, the Sponsor purchased an aggregate of 653,750 Private Placement Units at a price of $10.00 per Private Placement Unit. Each Private Placement Unit consists of one share of Relativity Class A Common Stock and one Relativity Private Warrant. Each of the 653,750 Relativity Private Warrants included in the Private Placement Units is exercisable to purchase one share of Relativity Class A Common Stock at a price of $11.50 per share, subject to adjustment.	​	​	Any working capital loans are to finance transaction costs in connection with an intended initial business combination. Such working capital loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such working capital loans may be convertible into units, at a price of $10.00 per unit, upon consummation of the initial business combination. If the maximum amount of $1,500,000 working capital loans is converted into 150,000 Private Placement Units upon consummation of the initial business combination, Sponsor will receive an additional 150,000 Pubco Ordinary Shares issuable upon conversion of these additional Private Placement Units. The units would be identical to the Private Placement Units that the Sponsor purchased in connection with the closing of the IPO.	​

12

 

13

 

​

14

 

​

15

 

​

16

 

17

 

​

18

 

​

19

 

20

 

21

 

22

 

​

23

 

​

24

 

​

25

 

​

26

 

​

27

 

​

28

 

29

 

30

 

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Proposals described in this proxy statement/prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, Pubco’s business, financial condition or results of operations. If any of the events described below occur, Pubco’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of Pubco’s securities, and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Relativity and BIOT. Certain of the following risk factors apply to the business and operations of BIOT and will also apply to the business and operations of Pubco following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, or may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Pubco following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Relativity and BIOT, which later may prove to be incorrect or incomplete. Pubco, Relativity, and BIOT may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party. The following discussion should be read in conjunction with the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” “Relativity Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “BIOT Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements of Relativity and BIOT and the notes thereto included herein, as applicable.

Risks Related to Operational Factors Affecting BIOT

Unless the context otherwise requires, references to the “Company,” “Instinct Brothers,” “we,” “us” and “our” in this subsection generally refer to BIOT in the present tense and Pubco from and after consummation of the Business Combination.

Investing in us involves a high degree of risk. Before you invest in us, you should carefully consider the following risks, as well as general economic and business risks, and all of the other information contained in this proxy statement. Any of the following risks could have a material adverse effect on our business, operating results and financial condition and cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this proxy statement, including our financial statements and the related notes thereto, and the other financial information concerning us included elsewhere in this proxy statement.

Risks Related to Instinct Brothers’ Business and Industry

Instinct Bio Technical Company Inc. is a recently formed holding company with no operating history. It expects to operate through Instinct Brothers Co., Ltd which, in turn, is a holding company of several operating subsidiaries. Instinct Brothers Co., Ltd has an evolving operating history. Our historical growth may not be indicative of our future performance. Instinct Brothers Co., Ltd is currently not a subsidiary of Instinct Bio Technical Company Inc. but is in the process of becoming a subsidiary of Instinct Bio Technical Company Inc.

Instinct Bio Technical Company Inc. is a holding company formed for the purpose of the Business Combination. As a holding company, Instinct Bio Technical Company Inc. does not directly conduct any business operations or generate revenue. Upon the completion of the Business Combination, its primary asset will be its ownership interest in Instinct Brothers Co., Ltd, which, in turn, is a holding company of several operating subsidiaries. As of the date of this registration statement, Instinct Brothers Co., Ltd has not completed the process of becoming a subsidiary of Instinct Bio Technical Company Inc. We expect this process to be completed prior to the Closing of the Business Combination. All risk factors relating to Instinct Brothers’ operations relate to the business currently conducted by Instinct Brothers Co., Ltd and its

 

31

 

subsidiaries. Should any operating subsidiary experience financial difficulties or operational challenges, the overall financial performance of Instinct Bio Technical Company Inc. would be adversely affected.

Instinct Brothers Co., Ltd, commenced operations as a regenerative stem cell-based cosmeceutical company in 2017, primarily based in Japan. It is engaged in the development, manufacturing, marketing, and distribution of cosmeceutical products, including skincare and beauty-enhancing formulations. As a cosmeceutical company, the business model is subject to significant uncertainties, including evolving consumer preferences, competition from established brands, and the ability to develop innovative products. As a company with an evolving operating history and business strategy, our historical growth may not be indicative of our future performance. We may not be successful in executing our growth strategy, and even if we achieve our strategic plan, we may not be able to sustain profitability. In future periods, our revenue, whether in one or both of our business segments, or with respect to our business as a whole, could decline or grow more slowly than we expect. We may also incur significant losses in the future for a number of reasons, including the materialization of the following risks and other risks described in our prospectus, as well as unforeseen difficulties, complications, delays, and other unknown factors:

•

we may be unsuccessful in predicting and capturing healthcare and beauty industry trends and consumer preferences;

​

•

we may be unable to introduce new healthcare and beauty products that appeal to consumers;

​

•

we may be unsuccessful in protecting or enhancing the recognition and reputation of our healthcare and beauty brands;

​

•

we may be unsuccessful in competing for market share with our existing or new competitors;

​

•

the ability of our third-party suppliers, manufacturers, and logistics providers to produce and deliver our healthcare and beauty products in a timely manner and in accordance with ever-changing customer expectations could be disrupted;

​

•

we may not be able to maintain and improve our customer experience; and

​

•

we may fail to successfully implement our new business initiatives, especially expansion into new offerings or new business lines in which we have limited or no prior experience.

​

There is no certainty in our ability to successfully navigate the various risks and challenges that may arise in the future. Such events have the potential to significantly and negatively impact our business, operational results, and financial health. These risks could lead to a decrease in our customer base. They might also result in a decline in our net sales growth, adversely influencing our profit margins. If we are unable to maintain our growth in net sales or enhance our profit margins, it could seriously affect our business, financial status, and operational outcomes. Therefore, it is essential to understand that any growth in net sales that we may have experienced in the past does not necessarily predict similar results in the future.

The biotechnology, healthcare and beauty industry are highly competitive. If we are unable to compete effectively, we may lose our market share and our business, results of operations and financial condition may be materially and adversely affected

The healthcare, beauty, and biotechnology industries are intensely competitive, with substantial rivalry from both domestic and international players, including large multinational companies that possess diverse portfolios of healthcare and beauty brands. The competitive landscape is shaped by various factors, such as product innovation, pricing strategies, product quality, brand recognition, and the effectiveness of marketing and promotional efforts. Many of our competitors have significant financial resources, technical expertise, and well-established marketing infrastructures, along with long-standing operational experience and a broader customer base, enabling them to quickly adapt to changes in the market.

While we believe that our unique business model offers certain advantages, both established and emerging competitors may adjust their strategies to directly challenge our market position. These adjustments may include targeting younger demographics, implementing aggressive pricing tactics, or launching new and innovative products. Due to their extensive networks and strong brand presence, maintaining the loyalty of our existing customers remains uncertain.

 

32

 

Competitors may also engage in price competition, potentially forcing us to reduce prices, which could negatively affect our profit margins. The unpredictable nature of competitors’ actions, the emergence of new market entrants, technological advancements, and the success of their marketing strategies all pose potential challenges to our growth and market position.

To remain competitive, we must capitalize on our brand strength, swiftly recognize and respond to industry trends, execute impactful marketing initiatives, drive innovation, maintain a diverse product portfolio, and optimize operational efficiency, including effective supply chain management. Additionally, expanding into emerging markets is essential to reinforcing our market position. Failure to sustain our competitive advantage could have a significant adverse impact on our market standing, operational results, and financial stability.

Following the Business Combination, we may need additional capital, and we cannot be sure that additional financing will be available

Following the Business Combination, we may need additional capital to support our ongoing operations, fund research and development initiatives, expand our manufacturing capabilities, enhance our marketing and distribution networks, or pursue strategic acquisitions. As part of our growth strategy, we aim to establish a Cell Processing Center (CPC) facility to enhance our capabilities in the development and production of stem cell-based cosmeceutical products. Establishing and operating a CPC facility will require substantial investment in equipment, skilled personnel, regulatory compliance, and facility maintenance.

However, we cannot be certain that additional financing will be available to us on favorable terms, or at all. Our ability to secure additional funds may be influenced by various factors, including prevailing economic conditions, changes in the regulatory landscape affecting cosmeceuticals, and shifts in consumer preferences or market trends. Furthermore, any equity financing we pursue could result in substantial dilution to our existing shareholders, while debt financing could increase our financial leverage and impose restrictive covenants on our operations.

In addition, the cosmeceutical market is subject to stringent regulatory scrutiny and quality control standards, especially when dealing with stem cell-based products. If new regulations are introduced or existing standards are tightened, we may incur significant compliance costs, necessitating further capital to meet these requirements. Failure to secure adequate funding could hinder our ability to establish the CPC facility, negatively impact our financial performance, and force us to curtail or modify our planned business activities.

If we are unable to raise the necessary capital when required, we may be forced to delay or abandon our growth strategies, including the development of the CPC facility, product launches, or innovation projects. This could weaken our competitive position and adversely affect our business, financial condition, and results of operations.

We may not grow our franchise system or we may lose business by failing to compete effectively or by failing to manage the reputation of our brand

Our success and growth prospects depend on the strength and desirability of our brand, e.g. Genrêver. The Genrêver brand is one of our most valuable assets, and maintaining brand consistency across all franchise clinics is essential to our business. Any franchisee engaging in unethical practices, substandard services, or customer dissatisfaction could negatively impact the perception of the Genrêver brand as a whole.

We believe that potential franchisees choose to partner with us primarily based on the perceived value and quality of our brand and services, the potential for increased revenue through affiliation with our franchise, and the franchise management service fees we charge. However, demographic, economic, or other market changes could reduce the desirability of our brand, potentially decreasing the number of franchised clinics.

Furthermore, the terms of future franchise management service agreements may be less favorable than our current agreements. Regulatory changes may compel us to adjust fee structures or offer additional financial incentives, such as loans and guarantees, to encourage the potential franchisees to open new clinics before operating under our brand names. Such changes could negatively impact our profit margins.