UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
February 27, 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) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification No.) |
174 Nassau Street,
Suite 2100
Princeton, New Jersey 08542
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (609) 924-0759
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 |
| Redeemable warrants, each whole redeemable warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
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 7.01 Regulation FD Disclosure.
As previously announced, 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, 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, entered into a business combination agreement
(the “Business Combination Agreement”), for a business combination transaction that will result in IQM becoming a publicly
traded company (the “Transaction”).
On February 27, 2026, IQM
and RAAQ issued a joint press release announcing that they will host a conference call to discuss the Transaction, including certain transaction
highlights. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
A copy of the transcript for
the conference call is attached hereto as Exhibit 99.2 and incorporated by reference herein.
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 of 1933, as amended (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.
Additional Information About the Proposed Transaction
and Where to Find It
In connection with the proposed
Transaction, IQM intends to file with the U.S. Securities and Exchange Commission (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 Transaction 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 Transaction and the other matters to be voted upon at the Extraordinary
General Meeting. This Current Report does not contain all the information that should be considered concerning the proposed Transaction
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 Transaction. 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 Transaction,
as these materials will contain important information about RAAQ, IQM and the proposed Transaction. 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.
Participants in the Solicitation
RAAQ, IQM 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 April 30, 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.
Forward-Looking Statements
This Current Report 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 IQM’s ability to commercialize
new products and technologies; projections of development and commercialization costs and timelines; expectations regarding IQM’s
ability to execute its business model and the expected financial benefits of such model; expectations regarding IQM’s ability to
attract, retain and expand its customer base; IQM’s deployment of proceeds from capital raising transactions; IQM’s expectations
concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties;
IQM’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 IQM’s markets; the successful consummation and potential
benefits of the proposed Transaction and expectations related to its terms and timing; the stock exchanges on which the securities of
IQM 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; IQM’s ability to commercialize its hardware and software; the
expectation that IQM is building the sovereign infrastructure that allows quantum ecosystems to grow; and the potential for IQM 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 IQM and RAAQ.
These forward-looking statements
are subject to known and unknown risks, uncertainties and assumptions that may cause the actual results of IQM 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 IQM is pursuing an emerging
technology, which faces significant technical challenges and may not achieve commercialization or market acceptance; IQM’s historical
net losses and limited operating history; IQM’s expectations regarding future financial performance, capital requirements and unit
economics; IQM’s use and reporting of business and operational metrics; IQM’s competitive landscape; IQM’s dependence
on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future
financing; IQM’s concentration of revenue in contracts with government or state-funded entities; IQM’s ability to manage growth
and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; IQM’s
reliance on strategic partners and other third parties; IQM’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; IQM’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 IQM or RAAQ; failure
to realize the anticipated benefits of the proposed Transaction; the ability of IQM 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 IQM’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 made
and to be by IQM, and RAAQ 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 IQM’s and RAAQ’s management as of the date of this Current
Report; subsequent events and developments may cause their assessments to change. While IQM 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 Current Report, 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.
No Offer or Solicitation
This Current Report 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 Current Report 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 Current Report 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated February 27, 2026. |
| 99.2 |
|
Conference Call Transcript. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 27, 2026 |
REAL ASSET ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Peter Ort |
| |
|
Name: |
Peter Ort |
| |
|
Title: |
Principal Executive Officer and Co-Chairman |
