Instinct Bio Set to Launch IPO via Relativity Merger, Aiming for NASDAQ Debut Under Ticker 'BIOT'

A major development unfolded in the biotech space as Instinct Bio Technical Company Inc. officially submitted its Form F-4 registration statement to the U.S. Securities and Exchange Commission on September 8, 2025, marking a significant step toward going public. The company is pursuing a business combination with Relativity Acquisition Corp., a blank check vehicle established to facilitate mergers and acquisitions in high-growth sectors.

Upon completion of this merger, the combined entity will operate as Instinct Bio Technical Company Holdings Inc. and is expected to trade on the NASDAQ Stock Exchange under the ticker symbol ‘BIOT’. This move represents a major milestone for the stem cell skincare and wellness industry, bringing innovation in regenerative medicine to public markets.

Who Is Instinct Bio?

Instinct Brothers, the core business being taken public, stands as a vertically integrated Japanese specialist in stem cell-based skincare and wellness solutions. The company encompasses the full value chain—from research and development through manufacturing, distribution, retail operations, and clinical applications.

Founded in 2011 and pivoting toward stem cell skincare innovation starting in 2017, Instinct Brothers operates under the leadership of industry veteran Tomoki Nagano, who serves as Chairman and Group Chief Executive Officer. The organization’s strategic vision centers on advancing stem cell science, improving patient health outcomes, and developing next-generation therapies rooted in cellular regeneration technology.

What Happens Next?

The Form F-4 filing includes a preliminary proxy statement and prospectus containing comprehensive details about the proposed merger and the shareholder vote required to approve it. Both documents are now accessible via the SEC’s official website.

Once the SEC declares the Form F-4 effective, Relativity will distribute a definitive proxy statement to its shareholders, establishing a record date for the business combination vote. Shareholders can request copies of all filed materials directly from Relativity Acquisition Corp. at 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89169, or via email at info@relativityacquisitions.com. All documentation will also be freely available on the SEC website.

The Relativity Story

Relativity Acquisition Corp. is a blank check company sponsored by Relativity Acquisition Sponsor LLC and was created specifically to identify and execute a merger, capital exchange, or similar business combination with promising enterprises. The Relativity structure provides an alternative pathway to traditional IPOs, often enabling companies to reach public markets more efficiently.

The proposed merger between Relativity and Instinct Bio represents a convergence of specialized acquisition expertise and cutting-edge biotech innovation in the regenerative medicine space.

Important Disclaimers

This announcement does not constitute an offer to sell or solicitation to buy securities. Any offering will proceed exclusively through compliant proxy statement/prospectus filings under Securities Act regulations. Forward-looking statements regarding the business combination are subject to risks and uncertainties detailed in SEC filings, and actual results may differ materially from projections. Neither Relativity nor Instinct Bio assumes any obligation to update forward-looking statements following this press release, except as mandated by applicable law.

Interested parties should review all Form F-4 materials and related SEC filings for complete information before making investment decisions.