Filed by Real Asset Acquisition Corp.
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Real Asset Acquisition Corp.
Commission File No. 001-42613
Date: February 23, 2026
As previously announced, on
February 22, 2026, Real Asset Acquisition Corp., a Cayman Islands exempted company (“RAAQ”), and IQM Finland Oy, a limited
liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (“IQM”), entered into a business combination
agreement (the “Business Combination Agreement”), for a business combination transaction (the “Transactions”),
that will result in, among other things, RAAQ becoming an indirect wholly-owned subsidiary of IQM.
On February 23, 2026, the
following communication was sent via email to IQM’s employees on behalf of Jan Goetz, Chief Executive Officer and Co-Founder of
IQM, in connection with the Transactions. The communication is followed by an FAQ, which was attached to the email.
Email to Employees
Dear IQM team,
Today, we announced that IQM is set to become
the first European quantum company to enter the public markets. We are preparing for a dual-listing on a leading U.S. stock exchange,
through a merger with Real Asset Acquisition Corp. (Nasdaq: RAAQ), and on a Nordic stock exchange. This marks a defining milestone in
our journey. It reflects the strength of the company we have built and positions us for even more success stories in the future.
I want to sincerely thank every one of you for
your contribution to our journey so far and for the trust and hard work you have put into IQM! With this move we are stronger positioned
than ever! We will continue to develop world-leading quantum computers, build great products, and make our customers happy!
We have decided to take this step because it sets
us up for long-term success. Being a public company will allow us to have access to more capital to achieve our goals and accelerate our
path to quantum advantage. It also provides us with greater visibility in the markets, which supports our commercial efforts and partnership
approaches. Finally, it allows more flexibility to run corporate development efforts.
We have carefully evaluated the de-SPAC route
and have chosen to merge with RAAQ because of the strong and relevant expertise of their team. They are true leaders in advanced computing
and have explored investment opportunities with many of the highest profile quantum companies. They have spent significant time evaluating
the different compute and quantum modalities and are strong believers of our technology. Selecting IQM as the target company for their
SPAC vehicle is a testament to the credibility and conviction of our team, technology, and industrial leadership.
The business combination values IQM at an approximate
$1.8 billion pre-money equity valuation, which is an incredible achievement and validation of our technology and business model. You can
read more about the transaction in our press release here [LINK].
While this is a great moment of success, becoming
a public company will also require greater discipline, accountability, and precision from all of us — and I know we are ready for
that. This is a significant development for you as an employee, and I aim to address many of your questions in an All-hands meeting today
at 3pm EET, 2pm CET.
Going forward, it is imperative that our external
communications are accurate, consistent and aligned with our vision, values and strategy—while fully compliant with applicable securities
laws and regulations.
I would therefore ask all of you to please adhere
to the following:
General:
| ● | The U.S. Securities and Exchange Commission (SEC)
and Nordic regulators have strict guidelines governing the sharing of information. To avoid delays or any other repercussions that might
be imposed if we do not adhere to these rules, we must avoid speaking publicly about any confidential, non-public information, including
this process, our business metrics, and our financials. |
| ● | Employees cannot give investment recommendations
related to financial instruments of RAAQ, including any derivative instruments of RAAQ. |
| ● | To avoid the appearance of impropriety or illegal
trading, employees cannot trade shares and other financial instruments of RAAQ, including any derivative instruments (e.g., options). |
| ● | Market manipulation and insider trading are crimes
under applicable securities laws. The consequences of violating insider trading laws are severe and could include fines and imprisonment.
IQM will have mandatory training on these topics in the future, but in the meantime, please comply with the above rules. |
| ● | Employees can continue regular business communication
consistent with past practices, but reference should not be made to the business combination, RAAQ, IQM’s future, financial performance,
prospects, new products, or development of products. |
| ● | We recognize that moments of transition can bring
both excitement and uncertainty. If you need support, please reach out to your people manager or the People & Culture team. |
Contacts:
For more specific guidance, please reach out
to the following:
| ● | Employees should not respond to any investor
inquiries. All transaction, investor, investment and shareholder related inquiries must immediately be forward to ir@meetiqm.com |
| ● | All requests for information and interviews from
the media must be directed to press@meetiqm.com |
| ● | Any inquiries from, or related to, customers
and partners, send to info@meetiqm.com |
| ● | Any inquiries from former employees must be sent
to people@meetiqm.com |
| ● | If you are unsure of whether a communication
or post can be made, employees should contact legal@meetiqm.com |
Resources:
| ● | Press Release https://meetiqm.com/investors/ |
| ● | Employee FAQs: https://wiki.iqm.fi/x/lAIUEw |
Finally, I wanted to again take this opportunity
to thank you all sincerely for your trust, collaboration, and ambition. United by these shared values and a common vision, we have pushed
the boundaries of what was thought possible and built, sold and delivered world-leading quantum computers.
I’m so proud of you all for all your commitment,
resilience and relentlessness. What we’ve built is real. What comes next is even bigger…
Best,
Jan
Additional Information About the Proposed
Transaction and Where to Find It
In connection with the proposed business combination,
IQM intends to file with the SEC a registration statement on Form F-4 (the “Registration Statement”), which will include a
preliminary proxy statement of RAAQ and a preliminary prospectus of IQM, and after the Registration Statement is declared effective by
the SEC, RAAQ will mail the definitive proxy statement/prospectus relating to the proposed business combination to its shareholders as
of a record date to be established for voting at the extraordinary general meeting of its shareholders (the “Extraordinary General
Meeting”). The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information
about the proposed business combination and the other matters to be voted upon at the Extraordinary General Meeting. This communication
does not contain all the information that should be considered concerning the proposed business combination and is not intended to provide
the basis for any investment decision or any other decision in respect of such matters. RAAQ and IQM may also file other documents with
the SEC regarding the proposed business combination. RAAQ’s shareholders and other interested persons are advised to read, when
available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto
and the definitive proxy statement/prospectus and other documents filed in connection with the proposed business combination, as these
materials will contain important information about RAAQ, IQM and the proposed business combination. Shareholders may obtain copies of
the Registration Statement, including the preliminary or definitive proxy statement/prospectus contained therein, and the other documents
filed or that will be filed by RAAQ and IQM with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov.
Forward-Looking Statements
This communication includes “forward-looking
statements” within the meaning of the U.S. federal securities laws and “forward-looking information” within the meaning
of applicable non-U.S. securities laws (collectively, “forward-looking statements”). Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict” or
similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements are based upon current estimates and assumptions that, while considered reasonable by IQM and its management, and RAAQ and
its management, as the case may be, are inherently uncertain. These statements include: projections of market opportunity and market share;
estimates of customer adoption rates and usage patterns; projections regarding the Company’s ability to commercialize new products
and technologies; projections of development and commercialization costs and timelines; expectations regarding the Company’s ability
to execute its business model and the expected financial benefits of such model; expectations regarding the Company’s ability to
attract, retain and expand its customer base; the Company’s deployment of proceeds from capital raising transactions; the Company’s
expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other
third parties; the Company’s ability to maintain, protect and enhance its intellectual property; future ventures or investments
in companies, products, services or technologies; development of favorable regulations affecting the Company’s markets; the successful
consummation and potential benefits of the proposed business combination and expectations related to its terms and timing; the stock exchanges
on which the securities of the combined company are expected to trade; proceeds from the business combination and related PIPE; funds
received by the combined company from RAAQ’s trust account and redemptions by RAAQ’s public shareholders; the Company’s
ability to commercialize its hardware and software; the expectation that the Company is building the sovereign infrastructure that allows
quantum ecosystems to grow; and the potential for the Company to increase in value.
These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions, many of which are beyond the control of the Company and RAAQ.
These forward-looking statements are subject
to known and unknown risks, uncertainties and assumptions that may cause the actual results of the combined company following the proposed
transaction, levels of activity, performance, or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that the Company is pursuing
an emerging technology, which faces significant technical challenges and may not achieve commercialization or market acceptance; the Company’s
historical net losses and limited operating history; the Company’s expectations regarding future financial performance, capital
requirements and unit economics; the Company’s use and reporting of business and operational metrics; the Company’s competitive
landscape; the Company’s dependence on members of its senior management and its ability to attract and retain qualified personnel;
the potential need for additional future financing; the Company’s concentration of revenue in contracts with government or state-funded
entities; the Company’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies,
products, services or technologies; the Company’s reliance on strategic partners and other third parties; the Company’s ability
to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents
and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes
with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment;
the combined company’s ability to maintain internal control over financial reporting and operate a public company; the possibility
that required shareholder and regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely
affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of RAAQ could elect to have
their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event,
change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings
or government investigations that may be commenced against the Company or RAAQ; failure to realize the anticipated benefits of the proposed
transaction; the ability of IQM or the combined company to issue equity or equity-linked securities in connection with the proposed transaction
or in the future; and other factors described in RAAQ’s and the Company’s filings with the SEC. These forward-looking statements
are based on certain assumptions, including that none of the risks identified above materialize; that there are no unforeseen changes
to economic and market conditions, and that no significant events occur outside the ordinary course of business. Additional information
concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by the
Company, RAAQ or the combined company resulting from the proposed business combination with the SEC, including under the heading “Risk
Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of the Company’s
and RAAQ’s management as of the date of this communication; subsequent events and developments may cause their assessments to change.
While the Company and RAAQ may elect to update these forward-looking statements at some point in the future, they specifically disclaim
any obligation to do so, unless required by applicable securities laws. Accordingly, undue reliance should not be placed upon these statements.
In addition, statements that “we believe”
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not
to unduly rely upon these statements. An investment in RAAQ is not an investment in any of RAAQ’s founders’ or sponsors past
investments, companies, or affiliated funds. The historical results of those investments are not indicative of future performance of RAAQ,
which may differ materially from the performance of RAAQ’s founders’ or sponsors past investments.
Participants in the Solicitation
RAAQ, the Company and certain of their respective
directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the
solicitation of proxies from RAAQ’s shareholders in connection with the proposed transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of RAAQ’s shareholders in connection with the proposed transaction
will be set forth in the Registration Statement, including the proxy statement/prospectus contained therein, when it is filed with the
SEC. You can find more information about RAAQ’s directors and executive officers in RAAQ’s final prospectus related to its
initial public offering filed with the SEC on May 15, 2025 and in the subsequent Quarterly Reports on Form 10-Q filed by RAAQ with the
SEC. Shareholders, potential investors, and other interested persons should read the Registration Statement, including the proxy statement/prospectus
contained therein, carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of
these documents from the sources described above.
No Offer or Solicitation
This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities, 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, including any European Economic Area member state or the United Kingdom. This communication
is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described
herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. Any potential dual listing of IQM’s
ordinary shares on the Helsinki stock exchange referred to in this communication would be made by means of a prospectus as set out in
the EU Prospectus Regulation. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED 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.
FAQ
IQM is going public: Employee FAQs
| 1. | What is the announcement? |
IQM is going public. We’ve entered
into a definitive agreement to merge with Real Asset Acquisition Corp (RAAQ), which is listed at US Nasdaq. Our goal is to be listed on
two stock exchanges — Nasdaq or NYSE in the US and Nasdaq Helsinki in Finland. This is one of the biggest milestones in IQM’s history.
The transaction is subject to SEC review and shareholder approvals, which will take a few months. Until then, IQM continues to operate
exactly as it does today.
| 2. | Who is Real Asset Acquisition Corp (RAAQ)? |
RAAQ is a publicly traded Special Purpose
Acquisition Company — a SPAC. It’s the financial vehicle we’re using to enter the public markets. SPACs are listed shell companies
that merge with a private company to create a publicly traded entity. Once the merger closes, the RAAQ name goes away. It’s just IQM on
the stock exchange. A SPAC is just a fast track to IPO and access to capital.
They looked at a lot of quantum companies
— and chose us. The RAAQ team brings genuine quantum computing expertise and evaluated multiple approaches across the industry before
selecting IQM as their partner. The fact that they picked our model — vertically integrated, full-stack, on-premises infrastructure
— is meaningful external validation from people who understand the space and had every option available to them. RAAQ offers more
than just a public listing; they provide a specialized bridge to the capital markets led by a team that already possesses the deep-tech
literacy to scale a hardware-intensive quantum roadmap.
SEC review, shareholder approvals,
and standard governance steps — a process that typically takes a few months. During this period, IQM operates as normal. We keep
building, shipping, and serving customers. Updates will come through All-Hands and direct communications as milestones are hit. You won’t
be left guessing — when there’s something to communicate, we’ll share it.
| 5. | What does this transaction mean for IQM? |
Ready access to capital. This will
enable us to fund the roadmap properly — not round-by- round. It means we can scale technology and operations without one eye on
the next fundraise. It also means greater accountability: public companies report transparently, operate to a higher standard, and do
what they say they’ll do.
| 6. | When will I know more about my equity? |
Details on employee equity —
option treatment, mechanics, timelines — will be covered at an All-Hands meeting. For your specific situation, contact your Human
Resources representative or legal.
| 7. | Is there a lock-up period once we are public? |
Almost certainly yes — lock-ups
are standard for employees and insiders after a public listing. It means there’s a defined period post-listing during which you cannot
sell shares. The specific terms will be communicated before close. The point isn’t to create friction — it’s to protect everyone,
including you, from the volatility of a newly listed stock.
| 8. | When can I sell my shares? |
After the lock-up period expires and
subject to standard securities rules — no trading on inside information, blackout periods around earnings releases, and so on. The
specifics will be shared before close. Don’t plan around a particular date until Legal confirms the terms. When the time comes, it will
be clear — and you’ll have the information you need to make smart decisions.
| 9. | How does this impact my job? |
It doesn’t. Show up, do great work,
keep your commitments. The transaction runs in parallel with the business. If anything, the capital that comes with a public listing makes
your work easier over time, not harder.
| 10. | What if a customer or vendor contacts me |
Your relationships haven’t changed.
If they bring up the announcement, you can say you’re excited about IQM’s next chapter — and refer any questions to info@meetiqm.com.
What you cannot do is speculate about deal terms, valuation, timelines, or financials.
| 11. | Can I post about this transaction on my social media page? |
Yes — and we want you to share or repost IQM’s official
announcement on LinkedIn.
You can also use this approved text:
“Proud to be part of IQM Quantum Computers and excited about what’s ahead. [press release link]”
What you cannot do is write your own
version that includes anything about deal terms, valuation, the share price, or your personal equity situation. If it came from IQM officially,
share it. If it’s your own words about the deal, don’t share it. Always check with marketing C communications to be safe.
| 12. | What about posting on IQM’s business more broadly? |
Don’t do this. During the transaction
window, the bar for what needs approval is higher than usual. Any social content referencing our technology, customers, roadmap, or operations
— beyond the official announcement materials — needs approval from Legal and Marketing C Communications before posting. This
isn’t about silencing anyone. It’s about making sure nothing creates a legal problem mid-transaction.
| 13. | What if media or investors contact me? |
Don’t answer. This isn’t about being
unhelpful — anything said to a journalist or investor during a public offering process can have legal consequences, for the company
and for you personally. The answer is always: “That’s a great question — let me connect you with the right person.” Then
forward immediately to:
Investor inquiries → ir@meetiqm.com
Media inquiries → press@meetiqm.com
or michael.bruce@meetiqm.com
About IQM Quantum Computers
IQM Finland Oy (“IQM”,
“IQM Quantum Computers”, “Company”) is a global leader in superconducting quantum computers. IQM provides both
on-premises full-stack quantum computers and a cloud platform to access its systems. IQM customers include leading high-performance computing
centres, research laboratories, universities, and enterprises that require full access to quantum hardware and software. IQM has over
300 employees, with headquarters in Finland and a global presence including France, Germany, Italy, Japan, Poland, Saudi Arabia, Spain,
Singapore, South Korea, Taiwan, UK and the United States.
About Real Asset Acquisition Corp.
Based in Princeton, NJ, Real Asset
Acquisition Corp. is a Nasdaq-listed (Nasdaq: RAAQ) special purpose acquisition company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The RAAQ
team includes seasoned quantum computing experts with deep technical and industry experience.
Additional Information About the Proposed Transaction
and Where to Find It
In connection with the proposed business
combination, IQM intends to file with the SEC a registration statement on Form F-4 (the “Registration Statement”), which will
include a preliminary proxy statement of RAAQ and a preliminary prospectus of IQM, and after the Registration Statement is declared effective
by the SEC, RAAQ will mail the definitive proxy statement/prospectus relating to the proposed business combination to its shareholders
as of a record date to be established for voting at the extraordinary general meeting of its shareholders (the “Extraordinary General
Meeting”). The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information
about the proposed business combination and the other matters to be voted upon at the Extraordinary General Meeting. This communication
does not contain all the information that should be considered concerning the proposed business combination and is not intended to provide
the basis for any investment decision or any other decision in respect of such matters. RAAQ and IQM may also file other documents with
the SEC regarding the proposed business combination. RAAQ’s shareholders and other interested persons are advised to read, when
available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto
and the definitive proxy statement/prospectus and other documents filed in connection with the proposed business combination, as these
materials will contain important information about RAAQ, IQM and the proposed business combination. Shareholders may obtain copies of
the Registration Statement, including the preliminary or definitive proxy statement/prospectus contained therein, and the other documents
filed or that will be filed by RAAQ and IQM with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov.
Forward-Looking Statements
This communication includes “forward-looking
statements” within the meaning of the U.S. federal securities laws and “forward-looking information” within the meaning
of applicable non-U.S. securities laws (collectively, “forward-looking statements”). Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict” or
similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements are based upon current estimates and assumptions that, while considered reasonable by IQM and its management, and RAAQ and
its management, as the case may be, are inherently uncertain. These statements include: projections of market opportunity and market share;
estimates of customer adoption rates and usage patterns; projections regarding the Company’s ability to commercialize new products
and technologies; projections of development and commercialization costs and timelines; expectations regarding the Company’s ability
to execute its business model and the expected financial benefits of such model; expectations regarding the Company’s ability to
attract, retain and expand its customer base; the Company’s deployment of proceeds from capital raising transactions; the Company’s
expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other
third parties; the Company’s ability to maintain, protect and enhance its intellectual property; future ventures or investments
in companies, products, services or technologies; development of favorable regulations affecting the Company’s markets; the successful
consummation and potential benefits of the proposed business combination and expectations related to its terms and timing; the stock exchanges
on which the securities of the combined company are expected to trade; proceeds from the business combination and related PIPE; funds
received by the combined company from RAAQ’s trust account and redemptions by RAAQ’s public shareholders; the Company’s
ability to commercialize its hardware and software; the expectation that the Company is building the sovereign infrastructure that allows
quantum ecosystems to grow; and the potential for the Company to increase in value.
These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions, many of which are beyond the control of the Company and RAAQ.
These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions that may cause the actual results of the combined company following
the proposed transaction, levels of activity, performance, or achievements to be materially different from any future results, levels
of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that the Company
is pursuing an emerging technology, which faces significant technical challenges and may not achieve commercialization or market acceptance;
the Company’s historical net losses and limited operating history; the Company’s expectations regarding future financial performance,
capital requirements and unit economics; the Company’s use and reporting of business and operational metrics; the Company’s
competitive landscape; the Company’s dependence on members of its senior management and its ability to attract and retain qualified
personnel; the potential need for additional future financing; the Company’s concentration of revenue in contracts with government
or state-funded entities; the Company’s ability to manage growth and expand its operations; potential future acquisitions or investments
in companies, products, services or technologies; the Company’s reliance on strategic partners and other third parties; the Company’s
ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity
incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty
or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic
environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company;
the possibility that required shareholder and regulatory approvals for the proposed transaction are delayed or are not obtained, which
could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of RAAQ could
elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence
of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome
of any legal proceedings or government investigations that may be commenced against the Company or RAAQ; failure to realize the anticipated
benefits of the proposed transaction; the ability of IQM or the combined company to issue equity or equity-linked securities in connection
with the proposed transaction or in the future; and other factors described in RAAQ’s and the Company’s filings with the SEC.
These forward-looking statements are based on certain assumptions, including that none of the risks identified above materialize; that
there are no unforeseen changes to economic and market conditions, and that no significant events occur outside the ordinary course of
business. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings
and potential filings by the Company, RAAQ or the combined company resulting from the proposed business combination with the SEC, including
under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans
and forecasts of the Company’s and RAAQ’s management as of the date of this communication; subsequent events and developments
may cause their assessments to change. While the Company and RAAQ may elect to update these forward-looking statements at some point in
the future, they specifically disclaim any obligation to do so, unless required by applicable securities laws. Accordingly, undue reliance
should not be placed upon these statements.
In addition, statements that “we
believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information
available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements,
such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are
cautioned not to unduly rely upon these statements. An investment in RAAQ is not an investment in any of RAAQ’s founders’
or sponsors past investments, companies, or affiliated funds. The historical results of those investments are not indicative of future
performance of RAAQ, which may differ materially from the performance of RAAQ’s founders’ or sponsors past investments.
Participants in the Solicitation
RAAQ, the Company and certain of their
respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants
in the solicitation of proxies from RAAQ’s shareholders in connection with the proposed transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of RAAQ’s shareholders in connection with the proposed transaction
will be set forth in the Registration Statement, including the proxy statement/prospectus contained therein, when it is filed with the
SEC. You can find more information about RAAQ’s directors and executive officers in RAAQ’s final prospectus related to its
initial public offering filed with the SEC on May 15, 2025 and in the subsequent Quarterly Reports on Form 10-Q filed by RAAQ with the
SEC. Shareholders, potential investors, and other interested persons should read the Registration Statement, including the proxy statement/prospectus
contained therein, carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of
these documents from the sources described above.
No Offer or Solicitation
This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities, 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, including any European Economic Area member state or the United Kingdom. This communication
is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described
herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. Any potential dual listing of IQM’s
ordinary shares on the Helsinki stock exchange referred to in this communication would be made by means of a prospectus as set out in
the EU Prospectus Regulation. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED 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.
