Filed by Relativity
Acquisition Corp.
pursuant to Rule
425 under the Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company:
Instinct Bio Technical Company Inc.
Commission File
No. 333-290120-01
Date: February 25, 2026
Relativity
Acquisition Corp. and Instinct Brothers Announce Extraordinary General Meeting of Relativity Shareholders to Approve Business Combination
NEW YORK & TOKYO— February 25, 2026—(Globe
Newswire)—Relativity Acquisition Corp. (OTC: ACQC) (“Relativity”), a special-purpose acquisition company, and Instinct
Brothers Co., Ltd. (“Instinct Brothers”), a vertically integrated leader in the stem cell and regenerative medicine sector,
announced today that an extraordinary general meeting of shareholders of Relativity (the “Extraordinary General Meeting”)
to approve the previously announced business combination (the “Business Combination”) is scheduled to be held on Wednesday,
March 25, 2026, at 9:30 a.m. Eastern Time.
This announcement follows the U.S. Securities and
Exchange Commission (the “SEC”) declaring effective the Registration Statement on Form F-4 (the “Registration Statement”)
filed in connection with the Business Combination. Relativity will mail the definitive proxy statement/prospectus relating to the Business
Combination to its shareholders of record as of the close of business on February 25, 2026.
Extraordinary General
Meeting Details
The Extraordinary General Meeting will be held virtually.
Shareholders of record as of February 25, 2026, are entitled to notice of the Extraordinary General Meeting and to vote on the Business
Combination and related matters. Detailed information regarding the resolutions to be voted upon and instructions for participating in
the virtual meeting are available in the definitive proxy statement/prospectus at www.sec.gov.
Assuming the satisfaction of all closing conditions,
including the approval of the Business Combination by Relativity shareholders, the post-combination company intends to list its securities
on the Nasdaq Stock Market under the proposed ticker symbols “BIOT” and “BIOTW.”
“The effectiveness of our registration statement
and the scheduling of the March 25th shareholder vote mark the definitive milestones toward completing our business combination with Instinct
Brothers,” said Tarek Tabsh, Chief Executive Officer of Relativity Acquisition Corp. “Our focus is on the transition of the
company to the Nasdaq under the 'BIOT' ticker and the execution of a commercial strategy centered on Instinct Brothers’ vertically
integrated stem cell ecosystem. We have worked to ensure this platform is positioned to scale as a public entity, and we look forward
to finalizing this transaction for our shareholders.”
“Since announcing the transaction,
we have remained disciplined in our preparation for success as a publicly-traded company,” said [Partner Name/Instinct Rep]. “With
its integrated research, manufacturing, and clinical capabilities, Instinct Brothers is prepared to meet the evolving global demand for
regenerative health technologies.”.
About Instinct Brothers
Instinct Brothers is a pioneer in the vertical stem
cell industry, operating a comprehensive ecosystem that spans the entire regenerative medicine value chain. By integrating proprietary
stem cell research and development with advanced manufacturing and clinical application, the company provides high-purity therapeutic
solutions, wellness products, and skincare. This vertical model allows Instinct Brothers to maintain rigorous quality control from the
laboratory to the end-user, accelerating the global adoption of regenerative health technologies.
About Relativity
Acquisition Corp.
Relativity Acquisition Corp. is a blank check 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 focuses on identifying market-leading companies with disruptive potential in the
health, wellness, and technology sectors.
Additional Information and Where to Find It
In connection with the Business Combination, Relativity Holdings Inc.
and Instinct Bio have filed a registration statement on Form F-4 (the “Form F-4”) with the United States Securities and Exchange
Commission ( the “SEC”), which includes a preliminary prospectus with respect to its securities to be issued in connection
with the Business Combination and a preliminary proxy statement with regard to Relativity’s stockholder meeting at which Relativity’s
stockholders will be asked to vote on the Business Combination. Relativity’s investors, stockholders and other interested persons
are advised to read the Form F-4, including the proxy statement/prospectus, any amendments thereto and any other documents filed with
the SEC, because these documents will contain important information about the proposed Business Combination. Relativity will mail the
definitive proxy statement/prospectus to stockholders of record of Relativity for voting on the business combination. Relativity stockholders
will also be able to obtain a copy of such documents, without charge, by directing a request to: Relativity Acquisition Corp., 3753 Howard
Hughes Parkway, Suite 200 Las Vegas, Nevada 89169; e-mail: info@relativityacquisitions.com. These documents, once available,
can also be obtained, without charge, at the SEC’s website www.sec.gov.
Participants in the Solicitation
Relativity and Instinct Bio and their respective directors and officers
may be deemed participants in soliciting proxies of Relativity’s stockholders in connection with the proposed business combination.
Security holders may obtain more detailed information regarding the names, affiliations and interests of the executive officers and directors
of Relativity and Instinct Bio in the F-4 and other relevant materials filed with the SEC in connection with the Business Combination
when they become available. Information concerning the interests of Relativity’s participants in the solicitation, which may, in
some cases, be different from those of their stockholders generally, will be set forth in the Form F-4.
No Offer or Solicitation
This press release does not constitute an offer to sell or a solicitation
of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with the proposed potential business
combination among Relativity and Instinct Bio or any related transactions, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation
of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules
and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Securities Exchange Act
of 1934, as amended, or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements
of the Securities Act.
Forward Looking Statements
This press release may include, and oral statements made from time
to time by representatives of Relativity or Instinct Brothers may include “forward-looking statements”. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release, are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, management of Relativity and Instinct Brothers. Actual results could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in filings with the SEC. All subsequent written or oral forward-looking statements
attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of Relativity or Instinct Brothers, including those set forth in the Risk
Factors section of the Form F-4 and prospectus filed with the SEC. Relativity and Instinct Brothers undertake no obligation to update
these statements for revisions or changes after the date of this release except as required by law.
