IQM to File Form F-4 for SPAC Combination with RAAQ

IQM Finland Oy notifies investors about a proposed business combination with RAAQ and states it intends to file a registration statement on Form F-4, which will include a preliminary proxy statement of RAAQ and a preliminary prospectus of IQM.

Rhea-AI Filing Summary

IQM Finland Oy notifies investors about a proposed business combination with RAAQ and states it intends to file a registration statement on Form F-4, which will include a preliminary proxy statement of RAAQ and a preliminary prospectus of IQM. After the Registration Statement is declared effective by the SEC, RAAQ will mail a definitive proxy statement/prospectus to shareholders for voting at an Extraordinary General Meeting.

The communication emphasizes that the Registration Statement will contain important information, includes extensive forward-looking statements and lists risk factors; investors are directed to read the Registration Statement, proxy statement/prospectus and other SEC filings when available.

Insights

M&A Counsel

Filing starts the formal SEC process for a SPAC merger; key materials will follow in the F-4 and proxy.

The company states it will file a Form F-4 containing a preliminary proxy statement and prospectus; once the Registration Statement is declared effective, RAAQ will mail the definitive proxy/prospectus to shareholders for an Extraordinary General Meeting. The submission of an F-4 is a standard step to solicit shareholder votes.

Material risks are highlighted via extensive forward-looking disclaimers and a reference to the Risk Factors section; timing and financing details are not included in this excerpt, so cash-flow treatment and proceeds are not stated in the provided text.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did IQM (RAAQ) say about the proposed business combination?

IQM said it intends to file a Form F-4 containing a preliminary proxy statement and prospectus. The definitive proxy/prospectus will be mailed by RAAQ after the Registration Statement is declared effective.

When will RAAQ shareholders receive the definitive proxy/prospectus?

The definitive proxy/prospectus will be mailed after the Registration Statement is declared effective by the SEC. It will be sent to shareholders of record for the Extraordinary General Meeting when the record date is established.

Where can investors find the Registration Statement and related materials for RAAQ/IQM?

Investors can obtain free copies of the Registration Statement, preliminary and definitive proxy/prospectus, and related SEC filings from the SEC's website at www.sec.gov once those materials are filed and available.

Does this communication include financial terms or proceeds of the transaction?

No, this communication does not disclose transaction proceeds, pricing, or financial terms. It states the Registration Statement and proxy/prospectus will contain important information and risk factors when filed.

What types of statements and risks does IQM highlight in this communication?

The communication contains extensive forward-looking statements and identifies risks including technical commercialization challenges, historical net losses, financing needs, concentration with government contracts, and the possibility shareholders redeem RAAQ shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/09/2026 - 09:46 PM EDT Learn about SEC filing dates

Filed by IQM Finland Oy

Pursuant to Rule 425

under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Real Asset Acquisition Corp.

Commission File No.: 001-42613

From: Jan Goetz, CEO and Co-Founder

To: All IQM Investors

Date: Monday, Mar 9^th 2026

Time: 1:29 PM ET

Subject: Info for IQM support

Dear IQM investors,

After our SPAC announcement, I received several inquiries how you or your LPs can be helpful to support our going-public-process. With that in mind, we are providing the information below:

• The ticker of the SPAC we are acquiring is RAAQ and they are listed on the Nasdaq. To the extent the share price of RAAQ is meaningfully above the redemption price, then it becomes more likely that RAAQ’s IPO investors will not redeem the $175mm of cash in trust. All cash in the trust will be proceeds to IQM post-closing.

• Buying a share of RAAQ means at the close of business combination the investor would have 1 share of IQM.

• RAAQ’s $10 share price = $1.8bn equity value for IQM.

• RAAQ shares are freely tradeable and will not have any lockup post close of the business combination with IQM.

• You should consult legal counsel to confirm whether you can trade RAAQ stock given your exposure to private information.

• We have announced the terms of our PIPE, which will close concurrently with the SPAC acquisition. We remain open to additional funding opportunities in the near term.

Thanks for your continuous support and don’t hesitate to reach out in case of any questions. The best way to reach us is through our investor relations mailbox: ir@meetiqm.com

All the best,

Jan

Additional Information About the Proposed Transaction and Where to Find It

In connection with the proposed business combination, IQM Finland Oy (“IQM” or the “Company”) 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 Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 3, 2026 and in the subsequent filings made 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.