UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 22, 2026
Real Asset Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42613 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
174 Nassau Street
Suite 2100
Princeton, New Jersey |
|
08542 |
| (Address of principal executive offices) |
|
(Zip Code) |
(609) 924-0759
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☒ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant |
|
RAAQU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share |
|
RAAQ |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
RAAQW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01.
Entry into a Material Definitive Agreement
Business Combination Agreement
On February 22, 2026, Real Asset Acquisition
Corp., a Cayman Islands exempted company (“RAAQ”), IQM Finland Oy, a limited liability company (Fi. osakeyhtiö)
incorporated under the laws of Finland (“IQM”), IQM US LLC, a Delaware limited liability company and an indirect wholly owned
subsidiary of IQM (“Merger Sub”), and Eclipse QC S.à r.l., a Luxembourg private limited liability company (société
à responsabilité limitée) and a direct wholly owned subsidiary of IQM (“LuxCo,” collectively with
Merger Sub, the “Merger Subs”) entered into a business combination agreement (the “Business Combination Agreement”).
The Business Combination Agreement and the transactions
contemplated thereby were unanimously approved by the boards of directors of RAAQ and IQM.
The Business Combination
Subject to, and in accordance with the terms and
conditions of the Business Combination Agreement, (i) IQM will effectuate certain internal capital restructuring steps (the “IQM
Capital Restructuring”) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”),
and (ii) promptly thereafter, RAAQ will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger
as an indirect wholly owned subsidiary of IQM. The IQM Capital Restructuring, the Merger and the other transactions contemplated by the
Business Combination Agreement are collectively referred to as the “Transactions.”
In connection with the Merger:
(i) immediately
prior to the Merger Effective Time, all issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RAAQ (the “RAAQ
Class B Ordinary Shares”) other than those subject to the Sponsor Forfeiture (as defined below) will automatically be converted,
on a one-for-one basis, into Class A ordinary shares, par value $0.0001 per share, of RAAQ (the “RAAQ Class A Ordinary Shares”
and, together with the RAAQ Class B Ordinary Shares, the “RAAQ Shares”), in accordance with the terms of the amended and restated
memorandum and articles of association of RAAQ (the “RAAQ Class B Conversion”);
(ii) each issued and
outstanding unit of RAAQ immediately prior to the Merger Effective Time will be automatically separated (the “Unit
Separation”) into its components of one RAAQ Class A Ordinary Share and one-half of one warrant to purchase one RAAQ Class A
Ordinary Share at a price of $11.50 per share (the “RAAQ Public Warrants”);
(iii) immediately
following the Unit Separation and the IQM Capital Restructuring, each RAAQ Class A Ordinary Share issued and outstanding immediately prior
to the Merger Effective Time (including those issued in connection with the RAAQ Class B Conversion) will automatically be cancelled in
exchange for the right to receive one American depositary share of IQM (each, an “IQM ADS”), with each IQM ADS representing
one ordinary share of IQM, with no nominal value (each, an “IQM Ordinary Share”) (such IQM ADSs, the “Merger Consideration”);
and
(iv) each
warrant of RAAQ (including the RAAQ Public Warrants and private placement warrants issued by RAAQ, collectively referred to herein as
the “RAAQ Warrants”) outstanding immediately prior to the Merger Effective Time will be assumed by IQM and become a warrant
to purchase one IQM Ordinary Share represented by one IQM ADS (each, an “IQM Warrant”) at an exercise price of $11.50 per
share.
Prior to the Merger Effective Time, IQM will establish
and sponsor an American depositary share facility with a depositary bank (the “Depositary Bank”) and cause a registration
statement on Form F-6 to be filed with the U.S. Securities and Exchange Commission (the “SEC”) for the issuance of the IQM
ADSs. At or prior to the Merger Effective Time, IQM will (x) allot and issue to the Depositary Bank (or its custodian) such number of
IQM Ordinary Shares as are necessary to deliver the IQM ADSs constituting the Merger Consideration to the shareholders of RAAQ entitled
thereto, and (y) instruct the Depositary Bank to issue and distribute the IQM ADSs to the shareholders of RAAQ entitled thereto, in each
case in accordance with the Business Combination Agreement.
Representations and Warranties
The parties to the Business Combination Agreement
have agreed to customary representations and warranties for transactions of this nature, including, among other things: (i) organization,
good standing and qualification; (ii) capitalization of the parties and IQM’s subsidiaries; (iii) authorization; (iv) consents and
no conflicts; (v) compliance with laws; (vi) tax matters, (vii) financial statements; (viii) absence of certain changes; (ix) actions;
(x) material contracts; and (xi) intellectual property and data security. The representations and warranties of the respective parties
to the Business Combination Agreement will not survive the closing of the Transactions (the “Closing,” and the day on which
the Closing occurs, the “Closing Date”).
Covenants
The Business Combination Agreement includes customary
covenants of the parties with respect to operation of their respective businesses prior to the Closing Date and efforts to satisfy conditions
to the consummation of the Merger. The Business Combination Agreement also contains additional covenants of the parties, including, among
others: (i) a covenant providing for RAAQ and IQM to cooperate in the preparation of the Registration Statement on Form F-4 to be filed
by IQM in connection with the Transaction (the “Registration Statement”); (ii) a covenant requiring IQM to deliver its audited
financial statements to be included in the Registration Statement (the “Required IQM Financial Statements”) by a certain date;
(iii) covenants with respect to IQM’s board of directors (the “IQM Board”) following the Closing, including that RAAQ
will have the right to designate one director to the IQM Board and that RAAQ and IQM will agree on one director to the IQM Board with
relevant semiconductor or quantum computing industry experience; (iv) covenants requiring RAAQ to establish a record date for, duly call
and give notice of, convene, and hold an extraordinary general meeting of the RAAQ shareholders as promptly as practicable following the
date that the Registration Statement is declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities
Act”); (v) covenants requiring that IQM solicit the required approval of its shareholders for the Transactions (the “IQM Shareholders’
Approval”) within 30 calendar days after the date of the Business Combination Agreement through an irrevocable unanimous written
consent, or, if such unanimous written consent has not been obtained within 60 calendar days after the date of the Business Combination
Agreement, then by calling a meeting of IQM’s shareholders to obtain the IQM Shareholders’ Approval (the “IQM Shareholders’ Meeting”)
by April 30, 2026; and (vi) covenants prohibiting RAAQ and IQM from, among other things, soliciting or negotiating with third parties
regarding alternative transactions and agreeing to certain related restrictions and ceasing discussions regarding alternative transactions.
Conditions Precedent to Closing
The obligations of the parties to consummate the
Transactions are subject to certain closing conditions of the respective parties, including, among others: (i) receipt of the required
approval by the shareholders of RAAQ (the “RAAQ Shareholders’ Approval”); (ii) receipt of the IQM Shareholders’
Approval; (iii) effectiveness of the Registration Statement under the Securities Act and the absence of any stop order issued by the SEC
which remains in effect with respect to the Registration Statement; (iv) the approval for listing of the IQM ADSs to be issued in connection
with the Transactions on The Nasdaq Stock Market LLC, subject only to official notice of issuance thereof; (v) the absence of any law
or governmental order enjoining, prohibiting or making illegal the consummation of the Transactions; and (vi) the expiration or early
termination of the waiting periods (and any extensions thereof) applicable to the consummation of the Transactions.
The obligation of RAAQ to consummate the Transactions
are subject to certain additional conditions, including, among others: (i) the accuracy of the representations and warranties of IQM,
LuxCo and Merger Sub (subject to customary bring-down standards and materiality qualifiers); (ii) the obligations and covenants of IQM,
LuxCo and Merger Sub having been performed in all material respects; and (iii) the absence of any Company Material Adverse Effect (as
defined in the Business Combination Agreement) following the date of the Business Combination Agreement that is continuing and uncured.
The obligations of IQM, LuxCo, and Merger Sub
to consummate the Transactions are subject to certain additional conditions, including, among others: (i) the accuracy of the representations
and warranties of RAAQ (subject to customary bring-down standards and materiality qualifiers); (ii) the obligations and covenants of RAAQ
having been performed in all material respects; (iii) the absence of any SPAC Material Adverse Effect (as defined in the Business Combination
Agreement) following the date of the Business Combination Agreement that is continuing and uncured; and (iv) the Aggregate Transaction
Proceeds (as defined in the Business Combination Agreement) being equal to or greater than $150,000,000 (the “Minimum Cash Condition”).
Termination
The Business
Combination Agreement may be terminated under certain customary and limited circumstances prior to the Merger Effective Time,
including, among others: (i) by mutual written consent of IQM and RAAQ; (ii) by IQM or RAAQ if any law or governmental order is in
effect that has become final and non-appealable and has the effect of making the consummation of the Transactions illegal or
otherwise preventing or prohibiting consummation of the Transactions; (iii) by IQM if the RAAQ board or any of its committees has
withheld, withdrawn, qualified, amended or modified, or publicly proposed to do any of the foregoing, with respect to the RAAQ
board’s recommendation that RAAQ’s shareholders vote in favor of the SPAC Transaction Proposals (as defined in the
Business Combination Agreement) at the duly convened meeting of RAAQ shareholders; (iv) by IQM or RAAQ if the RAAQ
Shareholders’ Approval has not been obtained at the meeting of RAAQ shareholders; (v) by IQM or RAAQ upon a breach of or
failure to perform any representations, warranties, covenants or other agreements set forth in the Business Combination Agreement by
the other party if such breach gives rise to a failure of certain closing conditions to be satisfied and cannot or has not been
cured; and (vi) by IQM or RAAQ if the Transactions have not been consummated on or prior to the date that is 180 days following the
date of the Business Combination Agreement, which may be extended by up to 120 additional days to the extent the Required IQM
Financial Statements have not been delivered by the Financials Delivery Date (as defined in the Business Combination Agreement);
(vii) by RAAQ if the IQM Shareholders’ Approval is not obtained on or before the date that is 2 Business Days following the
date of the IQM Shareholders’ Meeting; and (viii) by RAAQ if the Required IQM Financial Statements have not been delivered by
IQM to RAAQ on or before the Financials Delivery Date, subject to a 30 day cure period following written notice from RAAQ to IQM of such failure, in each case subject to specified exceptions.
The foregoing description of the Business Combination
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement,
a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and the terms of which are incorporated by reference herein.
The Business Combination Agreement contains representations,
warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The
assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties
and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination
Agreement. The Business Combination Agreement has been included to provide investors with information regarding its terms. It is not intended
to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations,
warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business
Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may
be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts)
and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and
reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any
descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement.
In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject
to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other
terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected
in RAAQ’s public disclosures.
Certain Related Agreements
The Business Combination Agreement contemplates
the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Sponsor Support Agreement
Concurrently with the execution
and delivery of the Business Combination Agreement, RAAQ, IQM, RAAQ Sponsor LLC (the “Sponsor”) and the directors, officers
and advisors of RAAQ (collectively with the Sponsor, the “RAAQ Insiders”) entered into a support agreement (the “Sponsor
Support Agreement”), pursuant to which, each RAAQ Insider agreed, among other things, at any meeting of RAAQ shareholders called
to seek the RAAQ Shareholders’ Approval, or in connection with any written consent of RAAQ shareholders or in any other circumstances
upon which a vote, consent or other approval with respect to the Business Combination Agreement and the Transactions is sought, such
RAAQ Insider (i) agreed to, if a meeting is held, appear at such meeting or otherwise cause any RAAQ Shares held by such RAAQ Insider
to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted the RAAQ Shares held
by such RAAQ Insider in favor of the RAAQ Shareholders’ Approval or, if there are insufficient votes, in favor of adjournment.
Each of the RAAQ Insiders also agreed, subject to the exceptions set forth in the Sponsor Support Agreement, to subject to certain transfer
restrictions (i) 70% of IQM ADSs held by such RAAQ Insider immediately after the Merger Effective Time, for a period starting on the
Closing Date and ending on the earliest to occur of (a) one year after the Closing Date and (b) subsequent to the Closing, (x) the date
on which the last sale of IQM ADSs equals or exceeds $12.00 per IQM ADS (as adjusted for share sub-divisions, share capitalizations,
share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period commencing
at least 150 days after the Closing Date and (y) the date on which IQM completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in IQM’s shareholders having the right to exchange their IQM Ordinary Shares for cash,
securities or other property, and (ii) all IQM Warrants and any IQM Ordinary Shares issued upon exercise of such warrants held by such
RAAQ Insider immediately after the Merger Effective Time for 30 days after the Closing Date.
In addition, the Sponsor agreed to, effective
as of and conditioned upon the Closing, forfeit for no consideration (i) 1,375,000 RAAQ Class B Ordinary Shares, and (ii) up to 3,725,000
RAAQ Warrants held by the Sponsor, with the number of warrants forfeited determined by the amount of remaining trust fund proceeds at
Closing, such that (x) if remaining trust fund proceeds are less than or equal to $100,000,000, all such warrants are forfeited, and (y)
if remaining trust fund proceeds exceed $100,000,000, the Sponsor retains a number of such warrants equal to 3,725,000 multiplied by a
fraction, the numerator of which is the remaining trust fund proceeds and the denominator of which is $175,000,000 (the “Sponsor
Forfeiture”).
The foregoing description of the Sponsor Support
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement,
a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are incorporated by reference herein.
IQM Shareholder Lock-up Agreement
Concurrently with the execution
and delivery of the Business Combination Agreement, IQM, RAAQ and certain shareholders of IQM entered into shareholder lock-up agreements
(each, a “IQM Shareholder Lock-up Agreement”), pursuant to which each such shareholder of IQM agreed, among other things,
(a) not to transfer any shares of IQM currently held by it or received by it in connection with IQM Capital Restructuring until the Closing,
subject to customary exceptions; and (b) subject to the exceptions set forth in the IQM Shareholder Lock-up Agreement, during the period
beginning on the Closing and ending on the earlier of (x) one year after the Closing and (y) subsequent to the Closing, (A) the date
on which the last sale price of IQM ADSs equals or exceeds $12.00 per ADS for 20 trading days within any 30 trading day period commencing
at least 150 days after the Closing, or (B) the date on which IQM completes a liquidation, merger, share exchange, reorganization or
other similar change-of-control transaction, to subject any IQM Ordinary Shares held by it immediately after Closing and any other
securities of IQM issued to it in connection with the Business Combination (including, as applicable, IQM ADSs) to certain transfer restrictions,
in each case subject to customary permitted transfers.
The foregoing description of IQM Shareholder Lock-up
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of IQM Shareholder Lock-up Agreement,
the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
IQM Shareholder Voting Support Agreement
Concurrently with the execution and delivery of
the Business Combination Agreement, IQM, RAAQ and certain shareholders of IQM entered into shareholder voting and support agreements (each,
a “IQM Shareholder Voting Support Agreement”), pursuant to which each such shareholder of IQM agreed, among other things:
(i) not to transfer any shares of IQM currently held by it or received by it in connection with IQM Capital Restructuring until the Closing,
subject to customary exceptions; and (ii) at any meeting of IQM shareholders called to seek IQM Shareholders’ Approval, or in
connection with any written consent of IQM shareholders or in any other circumstances upon which a vote, consent or other approval
with respect to the Business Combination Agreement and the Transactions is sought, (a) if a meeting is held, to appear at such meeting
or otherwise cause any shares of IQM held by such shareholder to be counted as present at such meeting for purposes of establishing a
quorum, and (b) vote or cause to be voted the shares of IQM held by it in favor of the IQM Shareholders’ Approval or, if there are
insufficient votes, in favor of adjournment.
The foregoing description of IQM Shareholder Voting
Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of IQM Shareholder Voting
Support Agreement, the form of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
PIPE Subscription Agreement
Concurrently with the execution and delivery of
the Business Combination Agreement, IQM entered into subscription agreements (each, a “PIPE Subscription Agreement” and collectively,
the “PIPE Subscription Agreements”) with institutional and other accredited investors, including certain RAAQ Insiders (the “PIPE Investors”),
pursuant to which the PIPE Investors have agreed to purchase, substantially concurrently with the Closing, an aggregate of approximately 13.4 million IQM
ADSs, each IQM ADS representing one IQM Ordinary Share (the “PIPE Shares”), for a purchase price of $10.00 per ADS in
a private placement, for an aggregate amount of approximately $134 million (the “PIPE Investment Amount”).
The issuance of the PIPE Shares pursuant to the
PIPE Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of
the Business Combination. Pursuant to the PIPE Subscription Agreements, IQM agreed to file with the SEC (at IQM’s sole cost and
expense), within 30 calendar days after the date of Closing, a registration statement registering the resale of the PIPE Shares, and to
use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing
thereof.
The foregoing description of the PIPE Subscription
Agreements do not purport to be complete and is qualified in its entirety by the terms and conditions of the PIPE Subscription Agreements,
the forms of which are attached hereto as Exhibit 10.4 and Exhibit 10.5 and are incorporated herein by reference.
Form of Registration Rights Agreement
Prior to the Merger Effective Time, the RAAQ Insiders,
IQM and certain shareholders of IQM will enter into a registration rights agreement (the “Registration Rights Agreement”),
effective upon the Closing, pursuant to which IQM will grant the RAAQ Insiders and certain applicable shareholders of IQM, registration
rights and commit to use its commercially reasonable efforts to file a resale shelf registration statement on Form F-1 within 30 calendar
days following the Closing.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights
Agreement, the form of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.
Form of Warrant Assignment Agreement
Prior to the Closing, IQM, RAAQ, Lucky Lucko,
Inc. d/b/a Efficiency (the “Existing Warrant Agent”) and a successor warrant agent to be appointed in connection with the
Closing (the “New Warrant Agent”) will enter into a warrant assignment, assumption and amendment agreement (the “Warrant
Assignment Agreement”), pursuant to which, among other things, RAAQ will assign to IQM, and IQM will assume, all of RAAQ’s
rights, interests and obligations under the Warrant Agreement dated April 28, 2025, by and between RAAQ and the Existing Warrant Agent
(the “RAAQ Warrant Agreement”), New Warrant Agent will be appointed as successor warrant agent under the Warrant Agreement,
and the terms and conditions of the RAAQ Warrant Agreement will be amended and restated to, among other things, reflect the assumption
of the RAAQ Warrants by IQM and the appointment of the successor warrant agent as described therein.
The foregoing description of the Warrant Assignment
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Warrant Assignment Agreement,
the form of which is attached hereto as Exhibit 10.7 and is incorporated herein by reference.
Item 7.01 Regulation
FD Disclosure.
On February 23, 2026, RAAQ and IQM issued a
joint press release announcing the execution of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1
and incorporated by reference herein.
Furnished as Exhibit 99.2 hereto and incorporated
into this Item 7.01 by reference is an investor presentation that IQM has prepared for use in connection with the Transactions.
The foregoing (including Exhibits 99.1 and 99.2)
is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01,
including Exhibits 99.1 and 99.2.
Forward-Looking Statements
This Current Report on
Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in
this Current Report, including statements as to future results of operations and financial position, planned products and services,
business strategy and plans, objectives of management for future operations of IQM, market size and growth opportunities,
competitive position and technological and market trends, estimated implied pro forma enterprise value of IQM following the Merger (the “Combined Company”), the cash position of the Combined Company following the closing
of the Transactions, RAAQ and IQM’s ability to consummate the Transactions, and expectations related to the terms and timing
of the Transactions, as applicable, are forward-looking statements. Some of these forward-looking statements can be identified by
the use of forward-looking words, including “anticipate,” “expect,” “suggests,”
“plan,” “believe,” “predict,” “potential,” “seek,” “future,”
“propose,” “continue,” “intend,” “estimates,” “targets,”
“projects,” “should,” “could,” “would,” “may,” “will,”
“forecast” or the negatives of these terms or variations of them or similar terminology although not all forward-looking
statements contain such terminology. All forward-looking statements are based upon current estimates and forecasts and reflect the
views, assumptions, expectations, and opinions of RAAQ and IQM as of the date of this current report, and are therefore subject to a
number of factors, risks and uncertainties, some of which are not currently known to RAAQ or IQM and could cause actual results to
differ materially from those expressed or implied by such forward-looking statements. Some of these factors include, but are not
limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business
Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against RAAQ, IQM or others following the
announcement of the Transactions, the Business Combination Agreement and other ancillary documents with respect thereto; (3) the
amount of redemption requests made by RAAQ public shareholders and the inability to complete the Transactions due to the failure to
obtain approval of the shareholders of RAAQ or to satisfy other conditions to closing, including but not limited to, the Minimum
Cash Condition; (4) changes to the proposed structure of the Transactions that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory approval of the Transactions; (5) the ability to meet stock
exchange listing standards following the consummation of the Transactions; (6) the risk that the Transactions disrupt current plans
and operations of IQM as a result of the announcement and consummation of the Transactions; (7) the ability to recognize the
anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of IQM to grow and
manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs
related to the Transactions; (9) risks associated with changes in applicable laws or regulations and IQM’s international
operations; (10) the possibility that IQM may be adversely affected by other economic, business, and/or
competitive factors; (11) IQM’s estimates of expenses and profitability; (12) IQM’s mission, goals and strategies; (13)
IQM’s future business development, financial condition and results of operations; (14) expected growth of the quantum
computing technologies industry; (15) expected changes in IQM’s revenues, costs or expenditures; (16) IQM’s expectations
regarding demand for and market acceptance of its products and services; (17) IQM’s expectations regarding its relationships
with users, customers and third-party business partners; (18) competition in IQM’s industry; (19) relevant government policies
and regulations relating to IQM’s industry; (20) general economic and business conditions globally and in jurisdictions where
IQM operates; and (21) assumptions underlying or related to any of the foregoing. The foregoing list of factors is not exhaustive.
You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the documents filed
by RAAQ from time to time with the SEC and the Registration Statement relating to the Transactions which is expected to be filed by
IQM with the SEC and the other documents filed by IQM from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the
forward-looking statements. There may be additional risks that neither RAAQ nor IQM presently know or that RAAQ or IQM currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In
light of these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this Current Report may
not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Current Report should be
regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the
forward-looking statements. RAAQ and IQM assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
Additional Information and Where to Find It
In connection with the Transactions, IQM will
file the Registration Statement with the SEC, which will include a proxy statement/prospectus, which will be distributed to RAAQ’s
shareholders in connection with its solicitation for proxies for the vote by RAAQ’s shareholders in connection with the Transactions.
You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC in connection with the Transactions
when they become available because, among other things, they will contain updates to the financial, industry and other information herein
as well as important information about RAAQ, IQM and the Transactions. Shareholders of RAAQ will be able to obtain a free copy of the
proxy statement/prospectus when filed, as well as other filings containing information about RAAQ, IQM and the Transactions, without charge,
at the SEC’s website located at www.sec.gov. This Current Report does not contain all the information that should be considered
concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in
respect of the business combination.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
RAAQ, IQM and their respective directors, executive
officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies
from RAAQ’s shareholders in connection with the Transactions. A list of the names of the directors, executive officers, other members
of management and employees of RAAQ and IQM, as well as information regarding their interests in the Transactions, will be contained in
the Registration Statement to be filed with the SEC by IQM. Additional information regarding the interests of such potential participants
in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies
of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report is
not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
Transactions, and does not constitute an offer to sell or the solicitation of an offer to buy any securities of RAAQ or IQM or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 2.1* |
|
Business Combination Agreement, dated as of February 22, 2026, by and among RAAQ, IQM, Merger Sub and LuxCo. |
| |
|
| 10.1 |
|
Sponsor Support Agreement, dated as of February 22, 2026, by and among RAAQ, Sponsor, IQM and RAAQ Insiders. |
| |
|
| 10.2 |
|
Form
of Shareholder Lock-up Agreement, by and among RAAQ, IQM and certain shareholders of IQM. |
| |
|
| 10.3 |
|
Form
of Shareholder Voting and Support Agreement, by and between RAAQ, IQM and certain shareholders of IQM . |
| |
|
| 10.4 |
|
Form of Subscription Agreement (Institutions), by and between IQM and PIPE Investors. |
| |
|
| 10.5 |
|
Form of Subscription Agreement (Individuals), by and between IQM and PIPE Investors. |
| |
|
| 10.6 |
|
Form of Registration Rights Agreement, by and among RAAQ, the RAAQ Insiders, IQM and certain shareholders of IQM. |
| |
|
|
| 10.7 |
|
Form of Warrant Assignment, Assumption and Amendment Agreement, by and among RAAQ, IQM, the Existing Warrant Agent and the New Warrant Agent. |
| |
|
| 99.1 |
|
Press Release, dated as of February 23, 2026. |
| |
|
| 99.2 |
|
Investor Presentation. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 23, 2026
| REAL ASSET ACQUISITION CORP. |
|
| |
|
| By: |
/s/ Peter Ort |
|
| Name: |
Peter Ort |
|
| Title: |
Principal Executive Officer and Co-Chairman |
|
