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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):
June 19, 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 8.01 Other Events.
As
previously announced, on February 22, 2026, Real Asset Acquisition Corp., a Cayman Islands exempted company (“RAAQ”), IQM
Quantum Computers Oy (f/k/a 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
June 19, 2026, IQM issued a press release (the “Press Release”) announcing, among other things, the appointment of Dr. Craig
Ciesla as Chief Technology Officer and the transition of Dr. Inés de Vega to Chief Scientist. A copy of the Press Release is filed
herewith as Exhibit 99.1 and incorporated herein by reference.
Additional Information About the Proposed Transaction
and Where to Find It
The Registration Statement
was declared effective by the SEC on June 5, 2026 and RAAQ mailed the definitive proxy statement/prospectus relating to the proposed Transaction
to its shareholders as of June 3, 2026, the record date for voting at the extraordinary general meeting of RAAQ’s shareholders to
be held in connection with the Transaction (the “Extraordinary General Meeting”). The Registration Statement and the definitive
proxy statement/prospectus contain important information about the Transaction and the other matters to be voted upon at the Extraordinary
General Meeting. This Current Report on Form 8-K (this “Current Report”) 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 Transaction. RAAQ’s
shareholders and other interested persons are advised to read the Registration Statement, the definitive proxy statement/prospectus and
other documents filed in connection with the Transaction, as these materials contain important information about RAAQ, IQM and the Transaction.
Shareholders may obtain copies of the Registration Statement, the definitive proxy statement/prospectus, and the other documents filed
or that will be filed by RAAQ and IQM with the SEC, 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 Transaction. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of RAAQ’s shareholders in connection with the Transaction are set
forth in the Registration Statement and the definitive proxy statement/prospectus filed with the SEC. Shareholders, potential investors,
and other interested persons should read the Registration Statement and the definitive proxy statement/prospectus carefully 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 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; 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 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 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; 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 IQM 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 the Registration Statement and RAAQ’s and IQM’s other 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 IQM, RAAQ or
the combined company resulting from the proposed Transaction 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 June 19, 2026. |
| 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: June 22, 2026 |
REAL ASSET ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Peter Ort |
| |
|
Name: |
Peter Ort |
| |
|
Title: |
Principal Executive Officer and Co-Chairman |
Exhibit 99.1
IQM Appoints Craig Ciesla, Former Illumina VP,
as CTO; Inés de Vega Becomes Chief Scientist
| ● | Ciesla is a seasoned deep tech executive with more than 25 years of experience
delivering products across industries — from startups to Fortune 500 companies. |
| ● | De Vega brings more than 20 years of experience advancing quantum technologies
from fundamental research to intellectual property and industrial applications. |
Espoo, Finland / Munich, Germany, 19 June 2026
– IQM Quantum Computers, the global leader in superconducting quantum computers, today announced the appointments of Dr. Craig Ciesla
as Chief Technology Officer (CTO) and Dr. Inés de Vega as Chief Scientist, as she transitions from her role as Vice President of
Quantum Solutions, deepening IQM´s leadership as the company prepares for its planned Nasdaq listing through a merger with Real
Asset Acquisition Corp. (Nasdaq: RAAQ).
Ciesla, an experienced deep tech executive with
more than 25 years delivering products across multiple industries from startups to Fortune 500 companies, will advance IQM’s technology
strategy and drive its implementation into systems and products. De Vega, meanwhile, will be responsible for ensuring scientific feasibility
and system-level consistency across IQM’s technology.
“Ciesla’s track record of scaling complex
instrumentation platforms and building world-class R&D organizations makes him an exceptional addition to our leadership team,”
said Jan Goetz, CEO and Co-founder of IQM Quantum Computers. “As we accelerate our path toward fault-tolerant quantum computing,
his experience integrating hardware and software systems at scale will be invaluable. I also want to thank Inés for her outstanding
contributions over the years, and I am pleased she will continue to shape our technology roadmap in her new role.”
Ciesla is an accomplished innovator and product
development leader with a proven track record and is an inventor of more than 100 patents and patent applications. He most recently served
as Vice President of Engineering at 10x Genomics (Nasdaq: TXG) and previously held leadership roles at companies including Illumina
(Nasdaq: ILMN) Lumentum (formerly Nasdaq: JDSU), Intel (Nasdaq: INTC), and Tactus Technology.
He also has significant board experience, serving
on the Board of Directors of Lightwave Logic, Inc., (Nasdaq: LWLG) complemented by an academic background that includes a PhD in Physics
from Heriot-Watt University.
“IQM has established itself as an industry
leader in quantum computing through a combination of technological excellence, real-world deployments, and disciplined execution. What
attracted me to the company is its commitment to building production-grade quantum systems that customers can own, operate, and build
value on — not just promises of what quantum could one day do,” said Craig Ciesla.
These appointments come as IQM continues to scale
its technology roadmap and operations as a fully vertically integrated quantum computing company — operating its own chip factory
and assembly line, and having sold 23 quantum computers to date, more than any other manufacturer.
“Over the past years, I have seen first-hand
how IQM has evolved from an ambitious deep-tech venture into a company delivering quantum computers to some of the world’s leading research
institutions and supercomputing centers,” said De Vega. “I look forward to further contributing to the company’s growth trajectory.”
Throughout her career, she has led a team responsible
for developing and implementing quantum algorithms across a wide range of quantum computing applications, while developing advanced tools
to tackle errors in quantum computers.
Furthermore, she has been a researcher in several
academic institutions, such as the Max Planck of Quantum Optics, the University of Ulm, and the Ludwig Maximilian University of Munich,
where she is currently associated to the department of Theoretical Nanophysics.
IQM is nearing its Nasdaq listing through a planned
merger with Real Asset Acquisition Corp. (Nasdaq: RAAQ). The transaction has gained momentum since February, with an upsized PIPE of $146
million in early June after Finnish pension insurer Ilmarinen joined existing institutional investors.
---End---
About IQM Quantum Computers
IQM Quantum Computers is a global leader in superconducting
quantum computers, delivering full-stack quantum computers and cloud platform access to research institutions, universities, high-performance
computing centers, national laboratories and enterprises worldwide. IQM’s on-premises deployment model gives customers direct ownership
and control of their quantum infrastructure. Founded in 2018, headquartered in Finland with major operations in Munich, it has over 400
employees. IQM operates across Europe, Asia, and North America. IQM filed an F-4 registration statement with the SEC, which has since
been declared effective, with the intention to become the first publicly listed European quantum company on Nasdaq Global Exchange in
the U.S by merging with Real Asset Acquisition Corp. (Nasdaq: RAAQ).
IQM Media contact:
Email: press@meetiqm.com
Mobile: +358 (0) 50 479 0845
