Ogier advises Instinct Bio on US$288 million de-SPAC business combination with Relativity Acquisition Corp

Ogier’s Corporate team in Hong Kong has acted as Cayman Islands counsel to Instinct Bio, an integrated regenerative medicine and longevity company headquartered in Japan, on its US$288 million de-SPAC business combination with Relativity Acquisition Corp. 

The transaction resulted in Instinct Bio Technical Company Holdings Inc becoming a Nasdaq-listed company, with its ordinary shares and warrants commencing trading under the ticker symbols BIOT and BIOTW on 24 July 2026. The combination carried a pro forma enterprise value of approximately US$288 million at closing. 

The transaction involved a cross-border merger between Relativity Acquisition Corp, a Delaware corporation, and Instinct Bio, a Cayman Islands entity. 

Ogier led on the Cayman Islands merger. The team was led by partner Rachel Huang with support from the firm’s global head of Corporate, Nathan Powell, and legal manager Chloe Yip. Ogier worked closely with Relativity Acquisition Corp’s US counsel, Loeb & Loeb LLP, and Instinct Bio’s counsel, Darryl, Edward & Co., in this de-SPAC transaction. 

Rachel said: “We are delighted to have supported Instinct Bio on this significant business combination, which involved a cross-border merger between a Delaware corporation and a Cayman Islands entity and resulted in the Japan-headquartered company becoming Nasdaq-listed.”  

“This deal highlights Ogier’s market-leading position in the SPAC and de-SPAC space, and our strength in guiding innovative, cross-border target companies seamlessly complex business combinations.” 

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