Relativity Acquisition Corp. Reports Increased Net Loss and Extends Business Combination Deadline

Relativity Acquisition Corp. reported a net loss of $463,778 for the three months ending March 31, 2025, compared to a net loss of $236,796 for the same period in 2024. The company's formation and operating costs decreased to $293,991 from $407,744 year-over-year. The loss was primarily attributed to a change in the fair value of warrant liabilities, which resulted in an expense of $175,077, and a provision for income taxes of $821. Interest income from cash held in the trust account contributed $6,111 during the quarter.

The company has seen significant changes in its financial position compared to the previous fiscal period. As of March 31, 2025, total assets increased to $837,203, up from $803,544 at the end of 2024. Cash held in the trust account rose slightly to $773,667 from $769,267. However, the company also reported a working capital deficit of $2,392,803, indicating ongoing liquidity challenges. The total liabilities increased to $3,173,203 from $2,666,407, largely due to accrued costs and expenses.

In terms of strategic developments, Relativity Acquisition Corp. has extended its deadline to complete a business combination to February 15, 2026, following stockholder approvals. The company has also entered into a Business Combination Agreement with Instinct Brothers Co., Ltd., which involves a merger that will result in the acquisition of 100% of the outstanding equity of the target company. This agreement is part of the company's ongoing efforts to identify and finalize a business combination.

Operationally, the company has faced challenges with stockholder redemptions, which have impacted its share count. As of March 31, 2025, there were 62,488 public shares outstanding, down from 63,241 at the end of 2024. The company has also experienced a decline in the number of shares subject to possible redemption, reflecting the impact of stockholder decisions during the extension periods. The company continues to monitor market conditions and stockholder sentiment as it works toward completing its business combination.

Looking ahead, Relativity Acquisition Corp. faces significant uncertainty regarding its ability to complete a business combination within the extended timeframe. The company has indicated that it may need to raise additional funds to meet operational expenditures and complete the transaction. Management has expressed concerns about the liquidity condition and the potential for mandatory liquidation if a business combination is not consummated by the new deadline. The company remains focused on finalizing its proposed business combination while navigating the challenges presented by market conditions and stockholder actions.