Instinct Bio Closes SPAC Merger, Reveals $1.5M Negative Equity and $150M Equity Facility
BIOT is trading near its 52-week low of $1.3 (22% below the low) on elevated volume (18× avg).
Summary
Instinct Bio's 20-F filing confirms the completion of its SPAC merger, revealing a combined company with negative equity and a $150 million equity purchase facility that could heavily dilute existing shareholders.
Key Events · M&A and Partnerships · BIOT
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Business Combination Closed
The merger with Relativity Acquisition Corp. closed on July 23, 2026, resulting in 28.8 million ordinary shares outstanding. BIOT sellers received 22.5 million shares at $10.00 per share, while SPAC securityholders received 6.3 million shares.
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Weak Pro Forma Balance Sheet
Pro forma combined financials show negative total equity of $1.5 million, total indebtedness of $807,000, and a $66.6 million IFRS 2 listing expense, reflecting the significant costs of the transaction.
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$150M Equity Facility Term Sheet
The company entered into a term sheet with Chardan for a $150 million equity purchase facility (ChEF), allowing it to sell shares at a 4-5% discount to market. This represents potential dilution of over 26x the current market cap if fully utilized.
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Chardan Settlement and Stake
As part of a settlement agreement for advisory fees, 1,615,385 shares (5.61% of outstanding) were transferred to Chardan Capital Markets from the CEO's holdings, giving the advisor a significant stake.
Analysis · BIOT · Industrial Applications And Services
Instinct Bio Technical Company Holdings Inc. has finalized its business combination with Relativity Acquisition Corp., emerging as a publicly traded entity on Nasdaq. The 20-F filing reveals a combined company with negative equity of $1.5 million and total debt of $807,000, alongside a massive $66.6 million non-cash listing expense. Critically, the company has also entered into a term sheet for a $150 million equity purchase facility with Chardan — over 26 times its current market cap — which could provide essential funding but at the cost of significant future dilution. The filing also details the transfer of 1.6 million shares to Chardan as an advisory fee, giving the investment bank a 5.6% stake. With the stock trading near its 52-week low of $1.30, the combination of a weak balance sheet and a large dilutive financing overhang presents a high-risk, high-reward scenario for investors.
At the time of this filing, BIOT was trading at $1.01 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $5.7M. The 52-week trading range was $1.30 to $50.00. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.