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Japanese regenerative medicine trailblazer Instinct Brothers Co. Ltd. announced Tuesday that it will go public via a merger with special purpose acquisition company Relativity Acquisition Corp., in a blockbuster $242 million deal crafted by three top law firms.

Once the transaction is finalized, Instinct Brothers will operate as a wholly owned subsidiary of Relativity, rebranding as Instinct Bio Technical Co. Inc. and trading on the Nasdaq under the ticker symbol BIOT, according to a statement.

The deal sees Darryl Edward & Co. advising Instinct Brothers, while Loeb & Loeb LLP and Barnett & Linn LLP provide legal counsel to the SPAC entity.

Accelerating the Future of Regenerative Medicine

Instinct Brothers has pioneered an advanced model for stem cell-based regenerative therapies, targeting longevity, immune system enhancement, and innovative disease prevention strategies. The company’s ecosystem blends stem cell-based cosmeceuticals, cutting-edge R&D, university collaborations, proprietary manufacturing, and clinical applications in regenerative medicine.

"This transaction marks a transformational milestone for Instinct Brothers, positioning us to accelerate our global expansion and enhance access to cutting-edge stem cell-based therapies," said CEO and Group Chairman Tomoki Nagano. "Going public will allow us to scale operations, broaden our clinical footprint, and advance regenerative treatments that redefine health and longevity."

The company has ambitious plans to expand its clinic model into Malaysia and Indonesia, construct new facilities in Japan, and advance its Cell Processing Center joint venture.

A Strategic SPAC Deal

Nagano will remain at the helm of the combined company after the merger, which is expected to close in Q3 2025, pending approval by Relativity’s stockholders and other customary regulatory hurdles.

Relativity is a special purpose acquisition company (SPAC), also known as a blank check company, designed to raise funds through an IPO to acquire and publicly list private firms.

"Instinct Brothers has built a well-integrated business that translates scientific innovation from the lab to the bedside," said Relativity CEO Tarek Tabsh. "Their vertically integrated platform—spanning research, manufacturing, distribution, retail, and clinical application—positions them uniquely for expansion into adjacent markets. We are excited to support their journey in delivering the next generation of regenerative medicine."

The legal team at Loeb & Loeb LLP, led by partner Giovanni Caruso, advised Relativity on the deal. Full legal counsel details for other involved parties were not immediately available on Tuesday.