Instinct Bio Completes Business Combination with Relativity Acquisition Corp. and Makes Its Nasdaq Debut Under the Ticker “BIOT” on July 24, 2026
Rhea-AI Summary
Instinct Bio Technical Company Holdings (Nasdaq: BIOT), parent of Instinct Bio Technical Company, has completed its business combination with special purpose acquisition company Relativity Acquisition Corp (OTC: ACQC), creating a publicly listed regenerative medicine and longevity platform.
According to Instinct Bio, the combined company begins trading on the Nasdaq Stock Market on July 24, 2026, with common stock under ticker “BIOT” and warrants under “BIOTW”, at a pro forma enterprise value of approximately $288 million. Instinct Bio describes itself as a vertically integrated, revenue-generating health and longevity business, combining proprietary stem cell technology, in-house manufacturing, and premium regenerative health and skincare brands across Asia and international markets, supported by five stated growth pillars: R&D, manufacturing scale, commercialization, strategic expansion, and global footprint.
Positive
- Nasdaq listing for BIOT common stock and BIOTW warrants effective July 24, 2026
- Pro forma enterprise value of approximately $288 million at closing
Negative
- None.
News Explained
The release establishes the business combination as completed but does not disclose consideration, ownership, or dilution terms, so the change in existing holders’ ownership cannot be assessed from this announcement.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Feb 25 | Business combination notice | Neutral | -37.5% | Shareholder meeting scheduled to vote on previously announced business combination. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
The only selected historical event showed a negative 24-hour reaction to a business-combination announcement, diverging from the positive sentiment of this completion.
Key Terms
pro forma enterprise value financial
special purpose acquisition company financial
regenerative medicine medical
stem cell-derived products medical
AI-generated analysis. How Rhea-AI works. Not financial advice.
Combined company begins trading on the Nasdaq Stock Market at a pro forma enterprise value of approximately
New York, NY, Las Vegas, NV, Tokyo, JP, July 23, 2026 (GLOBE NEWSWIRE) -- INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC. (“Instinct Bio,” “BIOT,” or the “Company”), the parent company of Instinct Bio Technical Company Inc, an integrated regenerative medicine and longevity company, and Relativity Acquisition Corp. (OTC: ACQC), a special purpose acquisition company, today jointly announced the successful completion of its previously announced business combination (the “Business Combination”). The milestone positions Instinct Bio into a publicly listed life sciences company and gives U.S. investors direct access to one of the most transformative frontiers in healthcare: the science of living longer, healthier lives.
Instinct Bio Completes Business Combination with Relativity Acquisition Corp. and Makes Its Nasdaq Debut Under the Ticker “BIOT” on July 24, 2026
Beginning on July 24, 2026, Instinct Bio’s common stock and warrants are expected to commence trading on the Nasdaq Stock Market under the ticker symbols “BIOT” and “BIOTW”, respectively – a defining moment in the Company’s evolution from a Tokyo-born innovator into a global, Nasdaq-listed regenerative medicine platform.
Transaction Highlights
• Nasdaq debut: Trading in “BIOT” common stock and “BIOTW” warrants expected to begin on July 24, 2026.
• Pro forma enterprise value: Approximately
• A scarce asset: BIOT lists as one of the few vertically integrated, revenue-generating health and longevity platforms available to U.S. public market investors.
A Public Company Built for the Longevity Economy
Instinct Bio arrives on Nasdaq at an inflection point for the industry. The global longevity and wellness market—which spans regenerative medicine, cell-based therapies, and evidence-based skincare—is projected to grow from approximately
Instinct Bio was purpose-built for this moment: the Company unites proprietary stem cell technology, in-house manufacturing, and premium consumer brands under one roof, allowing discoveries to travel from the laboratory to the customer faster than fragmented competitors.
With operations spanning Tokyo, Las Vegas, and New York, and an established commercial footprint across Asia, BIOT offers investors a differentiated combination rarely found in the sector: real products, diversified revenue, and a deep innovation pipeline in one of healthcare’s fastest-growing categories.
Management Commentary
Tomoki Nagano, Chairman and Chief Executive Officer of Instinct Bio, stated:
“Today marks one of the most important milestones in our company’s history – but listing on Nasdaq is not our destination; it is our launchpad. From day one, our mission has been bold: to help people everywhere live longer, healthier, more vital lives through the power of regenerative science. As a Nasdaq-listed company, we now have the currency, the visibility, and the global platform to pursue that mission at full speed – advancing our stem cell technologies, scaling our manufacturing, and bringing our products to customers around the world. To our shareholders, employees, partners, advisors, and customers: thank you for believing in this vision. The most exciting chapter of the Instinct Bio story starts tomorrow morning, when ‘BIOT’ crosses the tape for the first time.”
Tarek K. Tabsh, Chief Executive Officer of Relativity Acquisition Corp., added:
“This transaction represents the culmination of years of perseverance through one of the most challenging IPO markets in recent history. We are deeply grateful to our service providers, investors, and partners, whose confidence and commitment made this milestone possible. We also recognize those whose leadership has helped restore confidence in the U.S. capital markets and strengthen the environment that attracts the world’s leading companies, entrepreneurs, innovators, and talent. Finally, we thank Tomoki-san for his extraordinary vision, discipline, and unwavering commitment to advancing healthcare innovation. His leadership is helping transform breakthrough science into real-world impact and brings us closer to a future in which longer, healthier lives become the global standard.”
Growth Strategy: Five Engines of Value Creation
• Breakthrough science: Expand proprietary regenerative medicine and stem cell technology R&D, deepening the pipeline that powers every BIOT product.
• Manufacturing at scale: Scale vertically integrated manufacturing capacity and world-class quality systems to meet accelerating global demand.
• Premium commercialization: Accelerate the rollout of premium regenerative health and skincare products across new channels and geographies.
• Strategic expansion: Pursue high-impact partnerships, licensing opportunities, and selective acquisitions that compound the platform’s reach.
• Global footprint: Grow operations across Asia and into new international markets, supported by strengthened governance and public-company infrastructure.
Why BIOT Stands Apart
BIOT’s competitive moat is built on the full integration of capabilities that most peers must assemble piecemeal: proprietary stem cell and regenerative technology, vertically integrated, quality-controlled manufacturing, premium consumer brands with international commercialization reach, and a disciplined, founder-led management culture. This end-to-end model shortens the distance from scientific discovery to commercial product – and positions the Company to capture value at every step of the chain.
About Instinct Bio
INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC. (Nasdaq: BIOT) is an integrated regenerative medicine and longevity company focused on the research, manufacturing, and commercialization of regenerative health technologies, stem cell-derived products, wellness solutions, and advanced skincare. Headquartered in Tokyo, Japan, the Company is building a global platform at the intersection of life science and consumer health. Learn more at https://instinct-biot.com/.
About Relativity Acquisition Corp.
Relativity Acquisition Corp. (Nasdaq: RACY) was a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Relativity focused on identifying companies with disruptive potential in the health, wellness, and technology sectors. Relativity was sponsored by Relativity Acquisition Sponsor LLC.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") that are based on beliefs and assumptions and on information currently available to BIOT, including statements regarding BIOT’s business plans and growth strategies, market opportunities, customer pipeline, and financial prospects. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek," or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words.
Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) changes in domestic and foreign business, market, financial, political, and legal conditions; (ii) the expected benefits of the Business Combination are not obtained; (iii) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (iv) the risk that the Business Combination disrupts current plans and operations of BIOT as a result of the consummation of the Business Combination; (v) failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers, and retain its management and key employees; (vi) costs related to the Business Combination; (vii) changes in applicable laws or regulations; (viii) the outcome of any legal proceedings that may be instituted against BIOT; (ix) the effects of competition on BIOT’s future business; (x) the ability of the combined company to issue equity or equity-linked securities or obtain debt financing; (xi) the enforceability of BIOT’s intellectual property rights, including its copyrights, patents, trademarks, and trade secrets, and the potential infringement on the intellectual property rights of others; and (xii) those factors discussed under the heading "Risk Factors" in the definitive proxy statement/prospectus filed by BIOT and other documents filed, or to be filed, by BIOT with the SEC.
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. BIOT does not undertake any duty to update these forward-looking statements.
Media & Investor Relations
Instinct Bio
Investor Relations: ir@instinct-bro.com
Website: https://instinct-biot.com/
Relativity Acquisition Corp
Email: info@relatvityacquisitions.com
Website: relativityacquisitions.com
Press Inquiries
Instinct Bio
Investor Relations: ir@instinct-bro.com
Website: https://instinct-biot.com/
