Instinct Brothers to Go Public Following Merger with Relativity Acquisition Corp.
Deal News | Mar 04, 2025 | EIN
Instinct Brothers Co., Ltd., a Japanese leader in stem cell technology and regenerative medicine, is set to become a publicly traded company after merging with Relativity Acquisition Corp., a special purpose acquisition company (SPAC). The merger, resulting in a company named Instinct Bio Technical Company Inc., values the combined entity at approximately $242 million. Instinct Brothers, founded by Tomoki Nagano, boasts a vertically integrated platform for stem cell-related research, manufacturing, and clinical applications. The merger facilitates Instinct Brothers' plans for international expansion, including new clinic openings in Japan, Malaysia, and Indonesia, and listing on NASDAQ under BIOT. Chardan Capital Markets advised on the transaction, with legal counsel from Darryl, Edward & Co., Loeb & Loeb LLP, and Barnett & Linn LLP. The deal, pending regulatory approval, is expected to close in Q3 2025.
Sectors
- Regenerative Medicine
- Special Purpose Acquisition Company (SPAC)
Geography
- Japan – Instinct Brothers is a Japanese company specializing in regenerative medicine and stem cell technology.
- United States – The merger involves listing on the NASDAQ Stock Exchange, a major U.S. financial market, and Relativity Acquisition Corp. is based in the U.S.
Industry
- Regenerative Medicine – The article discusses Instinct Brothers' operations, which focus on stem cell technology and regenerative treatments, positioning them within the Regenerative Medicine industry.
- Special Purpose Acquisition Company (SPAC) – The merger between Instinct Brothers and Relativity Acquisition Corp., a SPAC, highlights their role in facilitating public listings for private companies.
Financials
- $242 million – Implied pro-forma enterprise value of the combined company.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| Instinct Brothers Co., Ltd. | Target Company | Company | A Japanese company specializing in regenerative medicine and stem cell technology, led by Tomoki Nagano. |
| Relativity Acquisition Corp. | Acquiring Company | Company | A special purpose acquisition company (SPAC) facilitating the merger to take Instinct Brothers public. |
| Tomoki Nagano | CEO of Instinct Brothers | Person | Founder and CEO of Instinct Brothers, overseeing the company's strategic direction and merger. |
| Chardan Capital Markets LLC | M&A and Capital Markets Advisor | Company | Advisor for Instinct Brothers on the merger transaction. |
| Darryl, Edward & Co. | Legal Advisor for Instinct Brothers | Company | Provided legal counsel to Instinct Brothers in the transaction. |
| Loeb & Loeb LLP | Legal Advisor for Relativity | Company | Legal advisor for Relativity Acquisition Corp. in the merger. |
| Barnett & Linn LLP | Legal Advisor for Relativity | Company | Legal advisor for Relativity Acquisition Corp. in the merger. |