Core Points - Relativity Acquisition Corp. and Instinct Bio Technical Company Inc. announced the effectiveness of their registration statement for a proposed business combination on November 12, 2025 [1][2] - The combined entity will operate under the name Instinct Bio Technical Company Holdings Inc. and plans to list on NASDAQ with the ticker symbol 'BIOT' [2] Company Overview - Instinct Brothers Co., Ltd. is a vertically integrated Japanese company focused on stem cell skincare and wellness products, founded in 2011, with a focus on stem cell products starting in 2017 [3] - The company is led by Tomoki Nagano, who aims to drive innovation in regenerative medicine and enhance patient outcomes through advanced stem cell science [3] Business Combination Details - The Registration Statement includes a proxy statement/prospectus that provides detailed information about the business combination and the related shareholder vote [2][5] - Relativity Acquisition Corp. is a blank check company formed to effect a merger or similar business combination with one or more businesses [4] Additional Information - The Registration Statement and related documents are available on the SEC's website, and stockholders are encouraged to review these documents for important information regarding the business combination [5]

Core Viewpoint - Natural Health Trends Corp. (NHTC) has experienced a significant decline in stock price following disappointing earnings results for the year ended September 30, 2025, with a 25.1% drop compared to a 0.6% decline in the S&P 500 Index during the same period [1] Financial Performance - NHTC's third-quarter 2025 revenue decreased by 11.4% to $9.5 million from $10.7 million, with a net loss of $0.4 million, or a loss of $0.04 per diluted share, compared to a net income of $35,000 in the same quarter of 2024 [2] - For the first nine months of 2025, revenue fell by 6.5% to $30 million from $32.1 million, resulting in a net loss of $0.3 million, or a loss of $0.03 per share, compared to a net income of $0.4 million in the prior-year period [3] Key Business Metrics - Orders decreased by 5% year over year in Q3 2025, although they improved by 5% sequentially, indicating some stabilization [4] - Active Members declined to 28,030 as of September 30, 2025, from 30,880 a year earlier, representing a 9.2% decrease [4] - Gross profit for the quarter was $6.9 million, down 11.8% from $7.9 million a year ago, with a gross margin of 73.7% compared to 74.1% in Q3 2024 [5] Expense Management - Commissions expense decreased by 10.5% year over year but rose slightly as a percentage of sales to 40.9% from 40.5% [6] - Selling, general, and administrative expenses decreased by 6.8% to $3.6 million from $3.9 million, indicating early cost control measures [6] Management Commentary and Strategic Initiatives - Management noted a challenging economic outlook in Hong Kong, which accounted for 81.4% of Q3 2025 sales, with an 8% year-over-year revenue decline [7] - A major restructuring is underway, expected to deliver $1.5 million in annualized savings by mid-2026, including a 10% workforce reduction and cost-cutting measures [7] - The company is transitioning U.S.-based product manufacturing closer to Asia to mitigate tariff risks and streamline logistics [7] Future Investments - Planned investments include an AI-enabled marketing app and new marketing initiatives aimed at expanding the member base [8] - The company is organizing recognition and training events to strengthen relationships and leadership development across markets [8] Performance Influencers - Weaker results are attributed to macroeconomic factors in Greater China and company-specific issues such as the timing of promotions and inventory write-offs [9][10] Cash Flow and Liquidity - Net cash used in operating activities was $5 million for the first nine months of 2025, compared to $3.5 million in the prior-year period [11] - Total cash and equivalents declined to $32 million as of September 30, 2025, from $43.9 million at year-end 2024, though liquidity remains adequate [11] Guidance and Capital Allocation - Management expects a one-time restructuring charge of approximately $250,000 in Q4 2025 and aims to realize $1.5 million in annualized cost savings by mid-2026 [12] - The company plans to reduce its quarterly cash dividend to $0.10 per share starting in Q1 of the next year [13] Product Innovation and Milestones - NHTC is energizing its network through product innovation, including the pre-launch of the Soo:vea skincare series in Hong Kong and a limited-edition anti-aging cream in Sweden [14] - The company is planning a year-long program of events and marketing campaigns for its 25th anniversary in 2026 to strengthen the brand [15]

Group 1 - Relativity Acquisition Corp. announced a proposed business combination with Instinct Brothers Co., Ltd., a vertically integrated stem cell skincare and wellness company based in Tokyo, Japan [1][2] - Instinct Brothers specializes in stem cell skincare and wellness products, focusing on research and development, manufacturing, distribution, retail, and clinical applications since its founding in 2011 [2] - The combined entity will operate under the name Instinct Bio Technical Company Holdings Inc. and plans to list on the NASDAQ Stock Exchange with the ticker symbol 'BIOT' [1] Group 2 - The registration statement on Form F-4 has been filed with the SEC, which includes a preliminary proxy statement/prospectus detailing the business combination and related shareholder vote [1][4] - The business combination aims to advance stem cell science and enhance patient outcomes, aligning with Instinct Brothers' mission to innovate in regenerative medicine [2] - Relativity Acquisition Corp. is a blank check company formed to effect mergers and similar business combinations [3]