Relativity Acquisition Corp has reported a net loss of $1.23 million for the fiscal year ending December 31, 2025, a significant increase from the previous year's loss of $440,564. The company's financial performance was primarily impacted by general and administrative costs totaling $1.03 million, alongside a change in the fair value of warrant liability amounting to $226,183. The company generated minimal non-operating income, primarily from interest earned on its trust account, which amounted to $23,369. The increase in net loss reflects the ongoing costs associated with the company's efforts to identify and evaluate potential business combinations.
In terms of operational developments, Relativity Acquisition Corp has extended its deadline to complete a business combination to February 15, 2027, following multiple extensions approved by stockholders. The company has also entered into a business combination agreement with Instinct Brothers Co., Ltd, which is expected to involve a merger valued at $200 million. This agreement is subject to various conditions and is part of the company's strategy to diversify its portfolio beyond its initial focus on the legalized cannabis industry.
As of December 31, 2025, the company had approximately $7,140 in its operating bank account and a working capital deficit of $3.12 million. The trust account, which holds the proceeds from the company's initial public offering (IPO), had approximately $794,299 remaining. The company has faced challenges in maintaining its public listing, as its Class A common stock was delisted from Nasdaq in June 2024 due to liquidity concerns. Currently, the stock is traded over the counter, and the company plans to reapply for Nasdaq listing upon the completion of its business combination.
Relativity Acquisition Corp has seen a reduction in its public shares outstanding due to stockholder redemptions during the extension process. Following the latest redemptions, the company reported 55,901 public shares outstanding. The company has indicated that it may need to raise additional funds to meet operational expenditures and complete its business combination, which could involve issuing new securities or incurring debt. The management has expressed uncertainty regarding its ability to consummate a business combination by the extended deadline, raising concerns about the company's future viability.
Looking ahead, the company aims to finalize its business combination with Instinct Brothers Co., Ltd and is actively working to meet the necessary conditions for closing. However, the ongoing liquidity issues and the need for additional financing present significant challenges. The management has acknowledged the potential risks associated with market conditions and economic uncertainties that could impact the company's ability to achieve its strategic objectives.
About Relativity Acquisition Corp
Relativity Acquisition Corp. is a blank check company focused on effecting initial business combinations, primarily in the legalized cannabis industry but also exploring other sectors such as consumer goods, health, technology, and pharmaceuticals. It raises capital through an initial public offering and private placements, with a goal to acquire or merge with target companies, providing them access to public markets, capital, and growth opportunities.
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