SecProbe.io

July 20, 2025
Tarek Tabsh
Chief Executive Officer
Relativity Holdings Inc.
3753 Howard Hughes Pkwy, Suite 200
Las Vegas, NV 89169
Tomoki Nagano
Chief Executive Officer
Instinct Bio Technical Company Inc.
3rd Floor West Side Gotanda bldg.
6-2-7 Nishi Gotanda, Shinagawa-ku
Tokyo 1410031, Japan
Re:Relativity Holdings Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted June 23, 2025
CIK No. 0002072188
Dear Tarek Tabsh and Tomoki Nagano:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-4 submitted June 23, 2025
Cover Page
We note your estimate here that the Founder will exercise voting and investment
control over approximately 19,000,000 Pubco Ordinary Shares and corresponding 1.

July 20, 2025
Page 2
disclosure throughout the prospectus. Elsewhere, you state that the aggregate
consideration to be issuer to the Sellers will be $200,000,000, to be paid in ordinary
shares valued at $10.00 per share, which implies an issuance of 20,000,000 Pubco
Ordinary Shares and you appear to include an estimate of 20,000,000 shares on pages
66 and 180. Please reconcile these disclosures.
2.You disclose here that the Sponsor and Relativity’s directors and officers have agreed
to vote any Public Shares purchased during or after the IPO (including in open market
and privately negotiated transactions) in favor of the Business Combination. However,
in your risk factor on page 52, you state that any Public Shares acquired by the
persons described above would not vote on the Business Combination Proposal.
Please reconcile these disclosures and provide your analysis on how such potential
purchases would comply with Rule 14e-5. To the extent that you are relying on
Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01
(March 22, 2022), please provide an analysis regarding how it applies to your
circumstances.
3.Your table showing the relative ownership levels of holders of outstanding Pubco
Ordinary Shares following the Business Combination appears to show the Initial
Stockholders (excluding the Sponsor) holding no shares in the combined company.
Please clarify if the Initial Stockholders no longer hold a beneficial interest in the
SPAC.
4.We note your disclosure on page 133 that you will pay A.G.P., the representative of
the IPO Underwriters, a "fee in cash for such services upon the consummation of the
initial Business Combination in an amount equal to 3.5% of the gross proceeds of the
Initial Public Offering, or $5,031,250 in the aggregate." You also state on page 5 and
elsewhere that it is a closing condition for the IPO Underwriter to have executed a Fee
Waiver Agreement "on terms prescribed and agreed by the Target Company," but this
agreement does not appear to be discussed elsewhere in the prospectus. We also note
your disclosure on page 56 that the Representative did not execute agreements with
Relativity waiving claims to the monies held in the Trust Account. Please revise to
clarify if the IPO Underwriter is owed any deferred underwriting compensation and if
so, whether such IPO Underwriter has entered into any agreement to waive any fees it
may be owed.
5.Please provide cover page disclosure regarding the fairness opinion that the Relativity
Board obtained from ER Shares pursuant to Item 1604(a)(1) of Regulation S-K.
6.We refer to your cover page disclosure relating to the material conflicts of interest of
the Sponsor and the SPAC's directors and officers in connection with the de-SPAC
transaction. Please revise your cover page to discuss any actual or potential sources of
conflicts of interest between the Sponsor's promoters and the target company's officers
and directors on one hand, and the unaffiliated security holders as required by Item
1604(a)(4) of Regulation S-K, as applicable. Please also revise the Summary section
to disclose any actual or potential material conflicts of interest accordingly. Refer to
Item 1604(b)(3).
7.Please prominently disclose that Relativity was delisted from Nasdaq, as well as the
reason for and date of such delisting. We refer to your disclosure on page 117.

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Q: What vote is required to approve each Proposal at the Special Meeting?, page xxi
8.Please revise to clearly state whether or not the de-SPAC transaction is structured so
that approval of at least a majority of unaffiliated security holders of Relativity is
required. Please refer to Item 1606(c) of Regulation S-K.
Summary of the Proxy Statement/Prospectus, page 1
9.We note your statement that the nature of the scope and the duties of the Purchaser
Representative are "limited and are largely administrative and ministerial." Here or
elsewhere in the prospectus, please provide a summary of the duties of the Purchaser
Representative.
10.We refer to your disclosure on page 12 that the Relativity Board has determined that
the business combination is in the best interests of Relativity and its shareholders.
Please revise your Summary disclosure to describe any material factors that the
Relativity Board considered in making this determination. Refer to Item 1604(b)(2) of
Regulation S-K.
11.Please revise your Summary to provide a table showing the terms and amount of the
compensation received by the Relatvity Sponsor, its affiliates and promoters in
connection with the business combination or any related financing transaction. Please
ensure that your revised disclosure addresses each aspect of Item 1604(b)(4) of
Regulation S-K, including disclosure of the extent to which such compensation and
securities issuance has resulted or may result in material dilution of the equity
interests of non-redeeming shareholders of the SPAC outside of the table. We refer to
your tabular disclosure on the cover page.
Representations and Warranties, page 4
12.We note your statement here that the Operating Company is required to deliver
disclosure schedules required under the Business Combination Agreement to
Relativity "on or prior to [•], 2025." Please clarify if you have not yet received
disclosure schedules from the Sellers and if you are still conducting due diligence on
the Operating Company. If so, please expand your disclosure to include appropriate
risk factors and discuss if and how the Relativity Board took such uncertainty into
consideration when determining the Business Combination Proposal is fair to and in
the best interests of Relativity and its stockholders.
Risk Factors
If Relativity were deemed an "investment company" under the Investment Company Act,
page 61
We note your disclosure regarding certain proposed SPAC rules, including a
proposed safe harbor for SPACs from the definition of “investment company” under
Section 3(a)(1)(A) of the Investment Company Act. Please update your disclosure to
reference the final SPAC rules and remove any outdated disclosure. Please update
your disclosure regarding actions taken prior to the 24-month anniversary of the
effective date of your registration statement for the IPO to note how long it has been
since the effective date of such registration statement. Finally, please clarify if the
assets in your Trust Account are currently invested in securities, including U.S. 13.

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Government securities or shares of money market funds registered under the
Investment Company Act and regulated pursuant to rule 2a-7 of that Act.
The Amended and Restated Charter will designate a court located within the Cayman Islands
as the exclusive forum..., page 73
14.We refer to your disclosure that the Amended and Restated Charter will designate a
court located within the Cayman Islands as the exclusive forum for certain disputes
between Pubco and its stockholders, including any "derivative action." Please disclose
whether this exclusive forum provision will apply to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce  any duty or liability created
by the Securities Act or the rules and regulations thereunder. If the provision applies
to Securities Act claims, please also revise your prospectus to state that  there is
uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and
regulations thereunder. If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in the governing documents states this clearly.
Background of the Business Combination, page 90
15.Please explain why Relativity and SVES agreed to terminate their Business
Combination Agreement in May 2024.
16.We note your disclosure that between December 11, 2024 and January 22, 2025,
Relativity and Instinct Brother negotiated the terms of the initial letter of intent and
discussed, among other things, a valuation range of between $120 million and
$250 million. Please revise to provide additional detail regarding the negotiation of
the material terms of the letter of intent. In your revised disclosure, please explain
how the parties arrived at the valuations discussed in these negotiations, including the
methodology employed in reaching the valuations and the underlying assumptions and
conclusions of the Relativity Board. Please provide corresponding disclosure for the
$200 million consideration value included in the January 23, 2025 non-binding Letter
of Intent.
We note your disclosure that after the parties entered into a letter of intent on January
23, 2025, the parties continued to discuss the deal structure and drafting of the
business combination agreement and entered into the business combination agreement
on February 28, 2025. Please revise to significantly expand the disclosure in this
section to discuss the negotiations relating to the material terms of the transaction,
including, but not limited to the evolution of the transaction structure, the merger
consideration and valuation of Instinct Brother. In your revised disclosure, please
explain the reasons for such terms, each party's position on such issues, the proposals
and counter-proposals made during the course of the negotiations, and how you
reached agreement on the final terms, including the calculation of the merger 17.

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consideration. As a related matter, where you disclose general topics and agreements
that were discussed at each meeting, please provide additional detail regarding the
substance of those discussions and material terms of the relevant agreements.
18.Please revise your disclosure in this section to note:
•any discussions about the need to obtain additional financing for the
combined company, such as a PIPE transaction, and the negotiation/marketing
processes; and
•any discussions about continuing employment or involvement for any persons
affiliated with the SPAC before the merger, any formal or informal commitment
to retain the financial advisors after the merger, and any pre-existing relationships
between SPAC sponsors and additional investors.
19.Please revise this section to expand the discussion of Relativity’s and Instinct
Brothers’ reasons for engaging in the business combination and whether either entity
considered other transactions, such as Instinct Brothers conducting a traditional IPO,
in lieu of a de-SPAC. In addition, discuss the reasons for the timing of the merger for
the parties. Refer to Item 1605(b)(3).
20.We refer to your disclosure on page 133 and elsewhere in the registration statement
that you entered into a promissory note with Mazaii Corp Ltd. ("Mazaii") on July 15,
2024. However, you also state on page F-12 that Relativity entered into a non-binding
Letter of Intent providing for a proposed business combination between the Company
and Mazaii that was entered into on July 11, 2024 and expired on September 12, 2024.
Please revise your Background of the Business Combination section to discuss this
proposed transaction with Mazaii in greater detail.
Timeline of the Merger, page 92
21.Please explain whether Relativity has or had any contractual relationship with
Chardan or if Chardan has any material interest in the transaction.
22.Please identify the individuals and/or parties who participated in the meetings and
discussions described throughout this section. By way of example only, please
identify the representatives of Relativity and Instinct Brothers, including their
respective counsels and financial advisors.
23.The timeline of the transaction appears to end on April 23, 2025. Please explain if any
material events have occurred after such date.
We note your disclosures on page 95 that Relativity engaged several advisors with
respect to the business combination, including Aquaxis. We also refer to your
disclosure on page 94 that Aquaxis made a presentation regarding their due diligence
findings on February 27, 2025 and that Relativity shared the final due diligence report
with Instinct Brothers on April 20, 2025 and requested that certain "flagged issued be
addressed." Please expand your disclosure to discuss the role of Aquaxis in
connection with the business combination and briefly describe the due diligence
findings, including the issues flagged in the final due diligence report that Relativity
requested Instinct Brothers to address. Please also provide us with your analysis of
whether such findings constitute a "report, opinion or appraisal" described in Item
1607(a) of Regulation S-K. If so, please provide the information with respect to such 24.

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report required by Items 1607(b) and (c) of Regulation S-K.
Opinion of EntrepreneurShares LLC, page 99
25.We note your statement that the primary method ER Shares used as the basis for the
fairness opinion assessment was a Market Method, which relied on a combination of a
Guideline Publicly Traded Companies Analysis and a Guideline Transaction Analysis.
Please clarify if ER Shares used any other methods of financial analysis in preparation
of its fairness opinion assessment. In this regard, we note that ER Shares "reviewed
certain operating and financial information that were provided to ER Shares by
management of the Company," but did not appear to conduct a discounted cash flow
analysis.
26.Please revise your disclosure here or elsewhere in the prospectus to discuss the
qualifications of ER Shares and describe the method through which ER Shares was
selected as the suppliser of the fairness opinion as required by Item 1607(b)(2) and (3)
of Regulation S-K.
Market Method, page 101
27.You state on page 101 that "ER Shares’ search was further narrowed to approximately
1,368 companies within the Healthcare Category, which ER Shares considered to
have attributes or potential similarities to the Company." Please expand your
disclosure to describe in greater detail the attributes and similarities that ER Shares
referred to, including how the criteria was chosen.
28.Please state whether, and if so, why, ER Shares excluded any companies or
transactions meeting the respective selection criteria from i