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Quantum leader IQM to go public via Real Asset Acquisition (NASDAQ: RAAQ)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Real Asset Acquisition Corp. announced a definitive business combination agreement with IQM Finland Oy, under which RAAQ will merge into an IQM subsidiary and IQM will become a U.S.-listed public company using American depositary shares. Each RAAQ Class A share will be exchanged for one IQM ADS, and all RAAQ warrants will become IQM warrants exercisable at $11.50 per share. The deal is backed by PIPE subscription agreements for about 13.4 million IQM ADSs at $10.00 per ADS, raising roughly $134 million alongside RAAQ’s trust cash, subject to a $150 million minimum aggregate proceeds condition. IQM shareholders and RAAQ insiders have also signed voting, support and lock-up agreements, and the sponsor agreed to forfeit 1,375,000 Class B shares and up to 3,725,000 warrants depending on remaining trust funds.

Positive

  • Transformational combination with IQM turns RAAQ from a cash shell into a stake in a full‑stack quantum computing company, with IQM targeted at a roughly $1.8 billion pre‑money equity valuation and U.S. ADS listing.
  • Significant funding package combines RAAQ’s trust, a roughly $134 million PIPE at $10.00 per ADS, and existing IQM cash, with deal materials indicating pro forma cash of about $480 million assuming no redemptions.

Negative

  • Execution and closing risk is meaningful: the deal requires RAAQ and IQM shareholder approvals, SEC effectiveness of a Form F‑4, Nasdaq listing of IQM ADSs, and satisfaction of a $150 million Aggregate Transaction Proceeds minimum cash condition.
  • Potential termination scenarios include failure to obtain shareholder approvals, missed financial-statement delivery timelines, adverse board recommendation changes at RAAQ, or an outside date up to 180 days after signing, extendable by 120 days under specified circumstances.

Insights

RAAQ is pivoting into IQM via a large, cash-backed SPAC merger.

Real Asset Acquisition Corp. plans to merge with IQM Finland Oy, giving IQM a U.S. listing through ADSs while RAAQ ceases to exist as a standalone SPAC. Each RAAQ Class A share converts into one IQM ADS, and RAAQ’s warrants become IQM warrants with the same $11.50 exercise price.

The structure is capital intensive: PIPE investors committed roughly $134 million at $10.00 per IQM ADS, and the business combination requires Aggregate Transaction Proceeds of at least $150,000,000. IQM’s investor materials highlight a proposed pre‑money equity value around $1.8 billion and pro forma cash of about $480 million assuming no redemptions.

Governance and alignment features include sponsor support and forfeiture of 1,375,000 Class B shares and up to 3,725,000 warrants, plus lock‑ups for RAAQ insiders and key IQM shareholders. Closing still depends on RAAQ and IQM shareholder approvals, effectiveness of a Form F‑4 and listing of IQM ADSs on Nasdaq, so subsequent filings around the shareholder votes and redemption levels will determine whether the transaction completes on the terms described.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 22, 2026

 

 

 

Real Asset Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-42613   N/A
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

174 Nassau Street
Suite 2100

Princeton, New Jersey
  08542
(Address of principal executive offices)   (Zip Code)

 

(609) 924-0759

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant   RAAQU   The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share   RAAQ   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50   RAAQW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

Business Combination Agreement

 

On February 22, 2026, Real Asset Acquisition Corp., a Cayman Islands exempted company (“RAAQ”), IQM Finland Oy, a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (“IQM”), IQM US LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of IQM (“Merger Sub”), and Eclipse QC S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) and a direct wholly owned subsidiary of IQM (“LuxCo,” collectively with Merger Sub, the “Merger Subs”) entered into a business combination agreement (the “Business Combination Agreement”).

 

The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of RAAQ and IQM.

 

The Business Combination

 

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, (i) IQM will effectuate certain internal capital restructuring steps (the “IQM Capital Restructuring”) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), and (ii) promptly thereafter, RAAQ will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as an indirect wholly owned subsidiary of IQM. The IQM Capital Restructuring, the Merger and the other transactions contemplated by the Business Combination Agreement are collectively referred to as the “Transactions.”

 

In connection with the Merger:

 

(i) immediately prior to the Merger Effective Time, all issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RAAQ (the “RAAQ Class B Ordinary Shares”) other than those subject to the Sponsor Forfeiture (as defined below) will automatically be converted, on a one-for-one basis, into Class A ordinary shares, par value $0.0001 per share, of RAAQ (the “RAAQ Class A Ordinary Shares” and, together with the RAAQ Class B Ordinary Shares, the “RAAQ Shares”), in accordance with the terms of the amended and restated memorandum and articles of association of RAAQ (the “RAAQ Class B Conversion”);

 

(ii) each issued and outstanding unit of RAAQ immediately prior to the Merger Effective Time will be automatically separated (the “Unit Separation”) into its components of one RAAQ Class A Ordinary Share and one-half of one warrant to purchase one RAAQ Class A Ordinary Share at a price of $11.50 per share (the “RAAQ Public Warrants”);

 

(iii) immediately following the Unit Separation and the IQM Capital Restructuring, each RAAQ Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (including those issued in connection with the RAAQ Class B Conversion) will automatically be cancelled in exchange for the right to receive one American depositary share of IQM (each, an “IQM ADS”), with each IQM ADS representing one ordinary share of IQM, with no nominal value (each, an “IQM Ordinary Share”) (such IQM ADSs, the “Merger Consideration”); and

 

(iv) each warrant of RAAQ (including the RAAQ Public Warrants and private placement warrants issued by RAAQ, collectively referred to herein as the “RAAQ Warrants”) outstanding immediately prior to the Merger Effective Time will be assumed by IQM and become a warrant to purchase one IQM Ordinary Share represented by one IQM ADS (each, an “IQM Warrant”) at an exercise price of $11.50 per share.

 

Prior to the Merger Effective Time, IQM will establish and sponsor an American depositary share facility with a depositary bank (the “Depositary Bank”) and cause a registration statement on Form F-6 to be filed with the U.S. Securities and Exchange Commission (the “SEC”) for the issuance of the IQM ADSs. At or prior to the Merger Effective Time, IQM will (x) allot and issue to the Depositary Bank (or its custodian) such number of IQM Ordinary Shares as are necessary to deliver the IQM ADSs constituting the Merger Consideration to the shareholders of RAAQ entitled thereto, and (y) instruct the Depositary Bank to issue and distribute the IQM ADSs to the shareholders of RAAQ entitled thereto, in each case in accordance with the Business Combination Agreement.

 

1

 

Representations and Warranties

 

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this nature, including, among other things: (i) organization, good standing and qualification; (ii) capitalization of the parties and IQM’s subsidiaries; (iii) authorization; (iv) consents and no conflicts; (v) compliance with laws; (vi) tax matters, (vii) financial statements; (viii) absence of certain changes; (ix) actions; (x) material contracts; and (xi) intellectual property and data security. The representations and warranties of the respective parties to the Business Combination Agreement will not survive the closing of the Transactions (the “Closing,” and the day on which the Closing occurs, the “Closing Date”).

 

Covenants

 

The Business Combination Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to the Closing Date and efforts to satisfy conditions to the consummation of the Merger. The Business Combination Agreement also contains additional covenants of the parties, including, among others: (i) a covenant providing for RAAQ and IQM to cooperate in the preparation of the Registration Statement on Form F-4 to be filed by IQM in connection with the Transaction (the “Registration Statement”); (ii) a covenant requiring IQM to deliver its audited financial statements to be included in the Registration Statement (the “Required IQM Financial Statements”) by a certain date; (iii) covenants with respect to IQM’s board of directors (the “IQM Board”) following the Closing, including that RAAQ will have the right to designate one director to the IQM Board and that RAAQ and IQM will agree on one director to the IQM Board with relevant semiconductor or quantum computing industry experience; (iv) covenants requiring RAAQ to establish a record date for, duly call and give notice of, convene, and hold an extraordinary general meeting of the RAAQ shareholders as promptly as practicable following the date that the Registration Statement is declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”); (v) covenants requiring that IQM solicit the required approval of its shareholders for the Transactions (the “IQM Shareholders’ Approval”) within 30 calendar days after the date of the Business Combination Agreement through an irrevocable unanimous written consent, or, if such unanimous written consent has not been obtained within 60 calendar days after the date of the Business Combination Agreement, then by calling a meeting of IQM’s shareholders to obtain the IQM Shareholders’ Approval (the “IQM Shareholders’ Meeting”) by April 30, 2026; and (vi) covenants prohibiting RAAQ and IQM from, among other things, soliciting or negotiating with third parties regarding alternative transactions and agreeing to certain related restrictions and ceasing discussions regarding alternative transactions.

 

Conditions Precedent to Closing

 

The obligations of the parties to consummate the Transactions are subject to certain closing conditions of the respective parties, including, among others: (i) receipt of the required approval by the shareholders of RAAQ (the “RAAQ Shareholders’ Approval”); (ii) receipt of the IQM Shareholders’ Approval; (iii) effectiveness of the Registration Statement under the Securities Act and the absence of any stop order issued by the SEC which remains in effect with respect to the Registration Statement; (iv) the approval for listing of the IQM ADSs to be issued in connection with the Transactions on The Nasdaq Stock Market LLC, subject only to official notice of issuance thereof; (v) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Transactions; and (vi) the expiration or early termination of the waiting periods (and any extensions thereof) applicable to the consummation of the Transactions.

 

The obligation of RAAQ to consummate the Transactions are subject to certain additional conditions, including, among others: (i) the accuracy of the representations and warranties of IQM, LuxCo and Merger Sub (subject to customary bring-down standards and materiality qualifiers); (ii) the obligations and covenants of IQM, LuxCo and Merger Sub having been performed in all material respects; and (iii) the absence of any Company Material Adverse Effect (as defined in the Business Combination Agreement) following the date of the Business Combination Agreement that is continuing and uncured.

 

The obligations of IQM, LuxCo, and Merger Sub to consummate the Transactions are subject to certain additional conditions, including, among others: (i) the accuracy of the representations and warranties of RAAQ (subject to customary bring-down standards and materiality qualifiers); (ii) the obligations and covenants of RAAQ having been performed in all material respects; (iii) the absence of any SPAC Material Adverse Effect (as defined in the Business Combination Agreement) following the date of the Business Combination Agreement that is continuing and uncured; and (iv) the Aggregate Transaction Proceeds (as defined in the Business Combination Agreement) being equal to or greater than $150,000,000 (the “Minimum Cash Condition”).

 

2

 

Termination

 

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Merger Effective Time, including, among others: (i) by mutual written consent of IQM and RAAQ; (ii) by IQM or RAAQ if any law or governmental order is in effect that has become final and non-appealable and has the effect of making the consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; (iii) by IQM if the RAAQ board or any of its committees has withheld, withdrawn, qualified, amended or modified, or publicly proposed to do any of the foregoing, with respect to the RAAQ board’s recommendation that RAAQ’s shareholders vote in favor of the SPAC Transaction Proposals (as defined in the Business Combination Agreement) at the duly convened meeting of RAAQ shareholders; (iv) by IQM or RAAQ if the RAAQ Shareholders’ Approval has not been obtained at the meeting of RAAQ shareholders; (v) by IQM or RAAQ upon a breach of or failure to perform any representations, warranties, covenants or other agreements set forth in the Business Combination Agreement by the other party if such breach gives rise to a failure of certain closing conditions to be satisfied and cannot or has not been cured; and (vi) by IQM or RAAQ if the Transactions have not been consummated on or prior to the date that is 180 days following the date of the Business Combination Agreement, which may be extended by up to 120 additional days to the extent the Required IQM Financial Statements have not been delivered by the Financials Delivery Date (as defined in the Business Combination Agreement); (vii) by RAAQ if the IQM Shareholders’ Approval is not obtained on or before the date that is 2 Business Days following the date of the IQM Shareholders’ Meeting; and (viii) by RAAQ if the Required IQM Financial Statements have not been delivered by IQM to RAAQ on or before the Financials Delivery Date, subject to a 30 day cure period following written notice from RAAQ to IQM of such failure, in each case subject to specified exceptions.

 

The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and the terms of which are incorporated by reference herein.

 

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in RAAQ’s public disclosures.

 

3

 

Certain Related Agreements

 

The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:

 

Sponsor Support Agreement

 

Concurrently with the execution and delivery of the Business Combination Agreement, RAAQ, IQM, RAAQ Sponsor LLC (the “Sponsor”) and the directors, officers and advisors of RAAQ (collectively with the Sponsor, the “RAAQ Insiders”) entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which, each RAAQ Insider agreed, among other things, at any meeting of RAAQ shareholders called to seek the RAAQ Shareholders’ Approval, or in connection with any written consent of RAAQ shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement and the Transactions is sought, such RAAQ Insider (i) agreed to, if a meeting is held, appear at such meeting or otherwise cause any RAAQ Shares held by such RAAQ Insider to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted the RAAQ Shares held by such RAAQ Insider in favor of the RAAQ Shareholders’ Approval or, if there are insufficient votes, in favor of adjournment. Each of the RAAQ Insiders also agreed, subject to the exceptions set forth in the Sponsor Support Agreement, to subject to certain transfer restrictions (i) 70% of IQM ADSs held by such RAAQ Insider immediately after the Merger Effective Time, for a period starting on the Closing Date and ending on the earliest to occur of (a) one year after the Closing Date and (b) subsequent to the Closing, (x) the date on which the last sale of IQM ADSs equals or exceeds $12.00 per IQM ADS (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period commencing at least 150 days after the Closing Date and (y) the date on which IQM completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in IQM’s shareholders having the right to exchange their IQM Ordinary Shares for cash, securities or other property, and (ii) all IQM Warrants and any IQM Ordinary Shares issued upon exercise of such warrants held by such RAAQ Insider immediately after the Merger Effective Time for 30 days after the Closing Date.

 

In addition, the Sponsor agreed to, effective as of and conditioned upon the Closing, forfeit for no consideration (i) 1,375,000 RAAQ Class B Ordinary Shares, and (ii) up to 3,725,000 RAAQ Warrants held by the Sponsor, with the number of warrants forfeited determined by the amount of remaining trust fund proceeds at Closing, such that (x) if remaining trust fund proceeds are less than or equal to $100,000,000, all such warrants are forfeited, and (y) if remaining trust fund proceeds exceed $100,000,000, the Sponsor retains a number of such warrants equal to 3,725,000 multiplied by a fraction, the numerator of which is the remaining trust fund proceeds and the denominator of which is $175,000,000 (the “Sponsor Forfeiture”).

 

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are incorporated by reference herein.

 

IQM Shareholder Lock-up Agreement

 

Concurrently with the execution and delivery of the Business Combination Agreement, IQM, RAAQ and certain shareholders of IQM entered into shareholder lock-up agreements (each, a “IQM Shareholder Lock-up Agreement”), pursuant to which each such shareholder of IQM agreed, among other things, (a) not to transfer any shares of IQM currently held by it or received by it in connection with IQM Capital Restructuring until the Closing, subject to customary exceptions; and (b) subject to the exceptions set forth in the IQM Shareholder Lock-up Agreement, during the period beginning on the Closing and ending on the earlier of (x) one year after the Closing and (y) subsequent to the Closing, (A) the date on which the last sale price of IQM ADSs equals or exceeds $12.00 per ADS for 20 trading days within any 30 trading day period commencing at least 150 days after the Closing, or (B) the date on which IQM completes a liquidation, merger, share exchange, reorganization or other similar change-of-control transaction, to subject any IQM Ordinary Shares held by it immediately after Closing and any other securities of IQM issued to it in connection with the Business Combination (including, as applicable, IQM ADSs) to certain transfer restrictions, in each case subject to customary permitted transfers.

 

The foregoing description of IQM Shareholder Lock-up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of IQM Shareholder Lock-up Agreement, the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

 

IQM Shareholder Voting Support Agreement

 

Concurrently with the execution and delivery of the Business Combination Agreement, IQM, RAAQ and certain shareholders of IQM entered into shareholder voting and support agreements (each, a “IQM Shareholder Voting Support Agreement”), pursuant to which each such shareholder of IQM agreed, among other things: (i) not to transfer any shares of IQM currently held by it or received by it in connection with IQM Capital Restructuring until the Closing, subject to customary exceptions; and (ii) at any meeting of IQM shareholders called to seek IQM Shareholders’ Approval, or in connection with any written consent of IQM shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement and the Transactions is sought, (a) if a meeting is held, to appear at such meeting or otherwise cause any shares of IQM held by such shareholder to be counted as present at such meeting for purposes of establishing a quorum, and (b) vote or cause to be voted the shares of IQM held by it in favor of the IQM Shareholders’ Approval or, if there are insufficient votes, in favor of adjournment.

 

4

 

The foregoing description of IQM Shareholder Voting Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of IQM Shareholder Voting Support Agreement, the form of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

 

PIPE Subscription Agreement

 

Concurrently with the execution and delivery of the Business Combination Agreement, IQM entered into subscription agreements (each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”) with institutional and other accredited investors, including certain RAAQ Insiders (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, substantially concurrently with the Closing, an aggregate of approximately 13.4 million IQM ADSs, each IQM ADS representing one IQM Ordinary Share (the “PIPE Shares”), for a purchase price of $10.00 per ADS in a private placement, for an aggregate amount of approximately $134 million (the “PIPE Investment Amount”).

 

The issuance of the PIPE Shares pursuant to the PIPE Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. Pursuant to the PIPE Subscription Agreements, IQM agreed to file with the SEC (at IQM’s sole cost and expense), within 30 calendar days after the date of Closing, a registration statement registering the resale of the PIPE Shares, and to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof.

 

The foregoing description of the PIPE Subscription Agreements do not purport to be complete and is qualified in its entirety by the terms and conditions of the PIPE Subscription Agreements, the forms of which are attached hereto as Exhibit 10.4 and Exhibit 10.5 and are incorporated herein by reference.

 

Form of Registration Rights Agreement

 

Prior to the Merger Effective Time, the RAAQ Insiders, IQM and certain shareholders of IQM will enter into a registration rights agreement (the “Registration Rights Agreement”), effective upon the Closing, pursuant to which IQM will grant the RAAQ Insiders and certain applicable shareholders of IQM, registration rights and commit to use its commercially reasonable efforts to file a resale shelf registration statement on Form F-1 within 30 calendar days following the Closing.

 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, the form of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

 

Form of Warrant Assignment Agreement

 

Prior to the Closing, IQM, RAAQ, Lucky Lucko, Inc. d/b/a Efficiency (the “Existing Warrant Agent”) and a successor warrant agent to be appointed in connection with the Closing (the “New Warrant Agent”) will enter into a warrant assignment, assumption and amendment agreement (the “Warrant Assignment Agreement”), pursuant to which, among other things, RAAQ will assign to IQM, and IQM will assume, all of RAAQ’s rights, interests and obligations under the Warrant Agreement dated April 28, 2025, by and between RAAQ and the Existing Warrant Agent (the “RAAQ Warrant Agreement”), New Warrant Agent will be appointed as successor warrant agent under the Warrant Agreement, and the terms and conditions of the RAAQ Warrant Agreement will be amended and restated to, among other things, reflect the assumption of the RAAQ Warrants by IQM and the appointment of the successor warrant agent as described therein.

 

The foregoing description of the Warrant Assignment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Warrant Assignment Agreement, the form of which is attached hereto as Exhibit 10.7 and is incorporated herein by reference.

 

5

 

Item 7.01 Regulation FD Disclosure.

 

On February 23, 2026, RAAQ and IQM issued a joint press release announcing the execution of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is an investor presentation that IQM has prepared for use in connection with the Transactions.

 

The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1 and 99.2.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of IQM, market size and growth opportunities, competitive position and technological and market trends, estimated implied pro forma enterprise value of IQM following the Merger (the “Combined Company”), the cash position of the Combined Company following the closing of the Transactions, RAAQ and IQM’s ability to consummate the Transactions, and expectations related to the terms and timing of the Transactions, as applicable, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “seek,” “future,” “propose,” “continue,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain such terminology. All forward-looking statements are based upon current estimates and forecasts and reflect the views, assumptions, expectations, and opinions of RAAQ and IQM as of the date of this current report, and are therefore subject to a number of factors, risks and uncertainties, some of which are not currently known to RAAQ or IQM and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against RAAQ, IQM or others following the announcement of the Transactions, the Business Combination Agreement and other ancillary documents with respect thereto; (3) the amount of redemption requests made by RAAQ public shareholders and the inability to complete the Transactions due to the failure to obtain approval of the shareholders of RAAQ or to satisfy other conditions to closing, including but not limited to, the Minimum Cash Condition; (4) changes to the proposed structure of the Transactions that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Transactions; (5) the ability to meet stock exchange listing standards following the consummation of the Transactions; (6) the risk that the Transactions disrupt current plans and operations of IQM as a result of the announcement and consummation of the Transactions; (7) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of IQM to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Transactions; (9) risks associated with changes in applicable laws or regulations and IQM’s international operations; (10) the possibility that IQM may be adversely affected by other economic, business, and/or competitive factors; (11) IQM’s estimates of expenses and profitability; (12) IQM’s mission, goals and strategies; (13) IQM’s future business development, financial condition and results of operations; (14) expected growth of the quantum computing technologies industry; (15) expected changes in IQM’s revenues, costs or expenditures; (16) IQM’s expectations regarding demand for and market acceptance of its products and services; (17) IQM’s expectations regarding its relationships with users, customers and third-party business partners; (18) competition in IQM’s industry; (19) relevant government policies and regulations relating to IQM’s industry; (20) general economic and business conditions globally and in jurisdictions where IQM operates; and (21) assumptions underlying or related to any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the documents filed by RAAQ from time to time with the SEC and the Registration Statement relating to the Transactions which is expected to be filed by IQM with the SEC and the other documents filed by IQM from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither RAAQ nor IQM presently know or that RAAQ or IQM currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this Current Report may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Current Report should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the forward-looking statements. RAAQ and IQM assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

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Additional Information and Where to Find It

 

In connection with the Transactions, IQM will file the Registration Statement with the SEC, which will include a proxy statement/prospectus, which will be distributed to RAAQ’s shareholders in connection with its solicitation for proxies for the vote by RAAQ’s shareholders in connection with the Transactions. You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC in connection with the Transactions when they become available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about RAAQ, IQM and the Transactions. Shareholders of RAAQ will be able to obtain a free copy of the proxy statement/prospectus when filed, as well as other filings containing information about RAAQ, IQM and the Transactions, without charge, at the SEC’s website located at www.sec.gov. This Current Report does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination.

 

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

Participants in Solicitation

 

RAAQ, IQM and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from RAAQ’s shareholders in connection with the Transactions. A list of the names of the directors, executive officers, other members of management and employees of RAAQ and IQM, as well as information regarding their interests in the Transactions, will be contained in the Registration Statement to be filed with the SEC by IQM. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.

 

No Offer or Solicitation

 

This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions, and does not constitute an offer to sell or the solicitation of an offer to buy any securities of RAAQ or IQM or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

7

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
   
2.1*   Business Combination Agreement, dated as of February 22, 2026, by and among RAAQ, IQM, Merger Sub and LuxCo.
   
10.1   Sponsor Support Agreement, dated as of February 22, 2026, by and among RAAQ, Sponsor, IQM and RAAQ Insiders.
   
10.2   Form of Shareholder Lock-up Agreement, by and among RAAQ, IQM and certain shareholders of  IQM.
   
10.3   Form of Shareholder Voting and Support Agreement, by and between RAAQ, IQM and certain shareholders of  IQM .
   
10.4   Form of Subscription Agreement (Institutions), by and between IQM and PIPE Investors.
   
10.5   Form of Subscription Agreement (Individuals), by and between IQM and PIPE Investors.
   
10.6   Form of Registration Rights Agreement, by and among RAAQ, the RAAQ Insiders, IQM and certain shareholders of  IQM.
     
10.7   Form of Warrant Assignment, Assumption and Amendment Agreement, by and among RAAQ, IQM, the Existing Warrant Agent and the New Warrant Agent.
   
99.1   Press Release, dated as of February 23, 2026.
   
99.2   Investor Presentation.
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

 

8

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 23, 2026

 

REAL ASSET ACQUISITION CORP.  
   
By:  /s/ Peter Ort  
Name:  Peter Ort  
Title: Principal Executive Officer and Co-Chairman  

 

9

Exhibit 99.1

  

 

IQM, a Global Leader for Quantum Computing, to Become the First Listed European Quantum Company, Through Merger with Real Asset Acquisition Corp.

 

Global commercial leader with 21 systems sold to 13 customers to date – including 4 out of the top 10 supercomputing centres globally.

 

Industrial leader with 15 systems delivered (largest number publicly disclosed by selected quantum companies1), 30+ computers built, own chip factory and quantum data centre.

 

The transaction values IQM at a pre-money equity valuation of approximately USD 1.8 billion and makes IQM the first European quantum company to go public.

 

With the close of this transaction, IQM’s cash position expected to exceed USD 450 million.2

 

Significant business momentum, with at least USD 35 million3 2025 revenue (unaudited) and over USD 100 million bookings / visibility as of year-end 2025.

 

Strong commercial integrations with high-performance computing and enterprise platforms across the quantum/AI value chain such as NVIDIA, Hewlett Packard Enterprise, AWS, Toyo Corporation and Bechtle AG.

 

Technical successes, achieving greater than 99.9% fidelity for single-qubit and two-qubit gates and readouts in their processors, and on track to deliver broad commercialization with the release of its next generation system, Halocene.

 

PRINCETON, NJ & ESPOO, FINLAND | 23 February 2026 | IQM Finland Oy, a global leader in full-stack superconducting quantum computers (“IQM”, “IQM Quantum Computers” or the “Company”), and Real Asset Acquisition Corp. (Nasdaq: RAAQ), a special purpose acquisition company (“RAAQ”), today announced they have entered into a definitive business combination agreement, which will result in IQM becoming a public company and listing American Depositary Shares on one of the two leading U.S. stock exchanges. The transaction provides funding with the aim to accelerate IQM’s technology and commercial development towards fault-tolerance quantum computing, further advancing its position as a leading provider of quantum computers.

 

Headquartered in Finland, IQM is also considering a dual listing that would see the trading of IQM’s ordinary shares on the Helsinki stock exchange, which would be expected to take place following the completion of this transaction.

 

IQM is a quantum computing company that builds full stack, open-architecture systems that can be deployed on-premise or accessed via the cloud. IQM operates a vertically integrated business model, boasting a unique combination of proprietary infrastructure from their own chip design tool and software developer platform, to a quantum chip fab, assembly line and data centre, allowing the company to accelerate its innovation cycles, deliver best-in-class quantum computing to its customers and enabling the quantum ecosystem to grow.

 

 

 

 

Transaction Highlights:

 

Following completion of the transaction, IQM’s cash on its balance sheet is expected to be in excess of USD 450 million cash at closing4 (including IQM’s existing cash), providing runway for continued broad commercial advantage:

 

Approximately USD 175 million of cash held in RAAQ’s trust account (based on the current amount in the trust account and assuming no redemptions);

 

Approximately USD 134 million in proceeds from a PIPE financing at USD 10.00 per share from leading new and existing and institutional investors, to close concurrently with the business combination, subject to the satisfaction of certain customary closing conditions;

 

Expected USD 24 million in proceeds from the cash exercise of outstanding IQM warrants prior to the closing;

 

Existing cash on IQM’s balance sheet of USD 172 million (unaudited as of year-end 2025); and

 

The transaction values IQM at a pre-money equity valuation of approximately USD 1.8 billion.

 

Jan Goetz, Co-Founder and Chief Executive Officer, IQM, said: “We built IQM from the beginning for one purpose — to put working quantum computers in the hands of the people who will use them to solve real problems. Not someday. Now. Quantum computing is a science project no more. It is an industry where customers own, operate, and build on advanced quantum computers. That’s what IQM makes possible.”

 

Peter Ort, Chief Executive Officer and Co-Chairman, Real Asset Acquisition Corp, said: “IQM has built and delivered more on-premises quantum systems than any other competitor5 — to some of the most demanding research institutions on earth. This transaction will accelerate the growth of a company that has already earned its position in the field, with real customers, running real quantum systems, today.”

 

Sierk Poetting, Chairman of IQM’s Board of Directors, said: “Going public is not a change of direction but is rather an acceleration. The board stands fully behind IQM’s mission and goals to make quantum infrastructure as foundational and accessible as classical computing.”

 

The existing IQM shareholders will not sell any shares or receive any cash consideration as part of the transaction and all material IQM shareholders have committed to a customary lock-up agreement at close of this transaction.

 

The board of directors of both IQM and RAAQ have each unanimously approved the proposed business combination. The closing of the proposed business combination is subject to, among other things, the approval by shareholders of RAAQ and IQM of the business combination agreement and the satisfaction of other customary closing conditions.

 

Additional information about the proposed business combination, including a copy of the business combination agreement, will be provided in a Current Report on Form 8-K to be filed by RAAQ with the Securities and Exchange Commission (the “SEC”).

 

2

 

 

The securities being sold in the PIPE financing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and accordingly may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

Contacts

Media contact: 

 

Michael Bruce

PR Manager    

press@meetiqm.com 

 

Investor contact:  

 

Blair Robertson

VP, Strategy

ir@meetiqm.com  

 

Conference Call Information

 

Management of IQM and RAAQ will host an investor conference call to discuss the proposed transaction and review an investor presentation, with exact details to be updated and confirmed with a follow-up announcement. Interested investors will be able to access a recording of the conference call by visiting https://meetiqm.com/investors/. A transcript of the call will also be filed by RAAQ with the SEC.

 

Advisors

 

J.P. Morgan SE is serving as financial advisor and capital market advisor to IQM. J.P. Morgan Securities LLC and TD Cowen are serving as PIPE placement agents to IQM. Rothschild & Co. is serving as financial advisor and capital markets advisor to IQM’s and its Board of Directors. TD Cowen is serving as financial advisor and capital markets advisor to RAAQ. Cohen & Company Capital Markets is serving as a capital markets advisor to RAAQ. Cooley LLP and Borenius Attorneys Ltd are serving as legal advisors to IQM, and Perkins Coie LLP, Krogerus Attorneys Ltd and Conyers Dill & Pearman LLP are serving as legal advisors to RAAQ. DLA Piper LLP (US) is serving as legal advisor to J.P. Morgan Securities LLC and TD Cowen. The Blueshirt Group is serving as investor relations advisor to IQM.

 

3

 

 

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.

 

1Represent publicly announced on-premises deliveries from each of IBM, D-Wave, Pasqal, Rigetti, IonQ, OQC, Quandela, Anyon Systems, QuEra, Atom Computing and Quantinuum
2Inclusive of cash commitments in excess of $130M from the PIPE, in addition to approximately $24M from expected exercises of warrants prior to transaction close, in addition to cash proceeds of the RAAQ trust (assuming nil redemptions) and IQM existing cash as of 12/31/25, less expected transaction expenses of $25M
3Exchange rate of EUR/USD of 1.174 as of December 31, 2025
4Inclusive of cash commitments in excess of $130M from the PIPE, in addition to approximately $24M from expected exercises of warrants prior to transaction close, in addition to cash proceeds of the RAAQ trust (assuming nil redemptions) and IQM existing cash as of 12/31/25, less expected transaction expenses of $25M
5Represent publicly announced on-premises deliveries from each of IBM, D-Wave, Pasqal, Rigetti, IonQ, OQC, Quandela, Anyon Systems, QuEra, Atom Computing and Quantinuum

 

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.

 

4

 

 

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.

 

5

 

 

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.

 

 

 

6

 

 

Exhibit 99.2

 

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L From the quantum lab … Investor Presentation February 2026

 

 

1 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a business combination between IQM Finland Oy (“IQM”) and Real Asset Acquisition Corp . (“RAAQ”) and related transactions (the “proposed transaction”) and for no other purpose . The information contained herein does not purport to be all inclusive and none of IQM, RAAQ nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, is or will be given by any such person as to the accuracy or completeness of the information in this presentation . To the fullest extent permitted by law, in no circumstances will IQM, RAAQ or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with IQM, RAAQ or their respective representatives, as investment, legal or tax advice . In addition, this presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of IQM, RAAQ or the proposed transaction . Recipients of this presentation should each make their own evaluation of IQM, RAAQ and the proposed transaction and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . This presentation shall be construed and governed by the substantive laws of Finland, without regard to its conflicts of laws rules and principles . Forward - Looking Statements This communication includes “forward - looking statements” within the meaning of the federal securities laws . 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 . We have based these forward - looking statements on current expectations and projections about future events . These statements include : projections of market opportunity, market growth and market share ; the future applications, capabilities, and economic value of quantum computing and IQM’s products ; projections regarding IQM’s ability to meet technical milestones ; projections relating to customer lifetime value ; estimates of customer adoption rates and usage patterns ; projections regarding IQM’s ability to continue developing and building quantum computers ; projections regarding IQM’s ability to commercialize new products and technologies ; projections of development and commercialization costs, timelines, and goals ; 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 expectations concerning relationships and endeavors with strategic partners, suppliers, contractors, and other third parties ; 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 ; 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 actual results to differ materially from those expressed or implied . Additional information concerning these and other factors may be found in filings with the U . S . Securities and Exchange Commission . Undue reliance should not be placed upon these statements . Additional Information About the Proposed Transaction and Where to Find It The proposed transaction will be submitted to shareholders of RAAQ for their consideration . RAAQ intends to file a registration statement on Form F - 4 (the “Registration Statement”) with the U . S . Securities and Exchange Commission (“SEC”), which will include a proxy statement/prospectus to be distributed to RAAQ’s shareholders in connection with RAAQ’s solicitation for proxies for the vote by RAAQ’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to RAAQ’s shareholders in connection with the completion of the proposed transaction . After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to RAAQ and IQM shareholders as of the record date established for voting on the proposed transaction . Before making any voting or investment decision, RAAQ and IQM shareholders and other interested persons are advised to read, once available, the definitive proxy statement/prospectus, once available, as well as other documents filed with the SEC, as they will contain important information . Participants in the Solicitation RAAQ, IQM and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction . Information regarding such participants and their interests will be included in the proxy statement/prospectus when available . 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 . 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 . 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 AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . About this presentation Disclaimer

 

 

3 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Participants in the Solicitation RAAQ, IQM and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction . Information regarding such participants and their interests will be included in the proxy statement/prospectus when available . 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 . 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 . INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . Non - IFRS Financial Measures In addition to financial information presented in accordance with International Financial Reporting Standards (“IFRS”), this presentation includes certain non - IFRS financial measures . These non - IFRS measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with IFRS . These non - IFRS measures have limitations as analytical tools, and they should be considered in addition to, and not in isolation from or as a substitute for, analysis of other IFRS financial measures . A reconciliation of these measures to the most directly comparable IFRS measures is included at the end of this presentation . No Incorporation by Reference The information contained in the third - party citations and websites referenced in this communication is not incorporated by reference into this communication . Trademarks This presentation contains trademarks, service marks, trade names and copyrights of IQM, RAAQ, and other companies, each of which are the property of their respective owners. All third - party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective holders. Any such appearance does not necessarily imply any endorsement of RAAQ, IQM or the proposed transaction. Risk Factors For a description of certain risks relating to IQM, including its business and operations, and to the proposed transaction, we refer you to “Risk Factors” at the end of this presentation. Use of Data Information in this presentation is based on data and analyses from various sources as of December 31 , 2025 , unless otherwise indicated . References in this presentation to “ $ ” are to the lawful currency of the United States . This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data . These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data . We have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness . In addition, expectations, assumptions, estimates and projections of the future performance of relevant markets in which IQM operates are necessarily subject to a high degree of uncertainty and risk . About this presentation Disclaimer (Cont’d)

 

 

4 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Real Asset Acquisition Corp. information Note: 1 RAAQ is a special purpose acquisition company with ~$175M cash - in - trust as of September 30, 2025 Real Asset Acquisition Corp. (Nasdaq: RAAQ 1 ) Transaction overview RAAQ advisors Landon Downs • Co - founder and General Partner at Cambium Capital • Co - founder of 1QBit • Founding Partner of Agentis Capital David Moehring • Co - founder and General Partner at Cambium Capital • Founding CEO of IonQ • Senior Program Manager at IARPA Juho Sarvikas • CEO & Director of Inseego Corp • Former President of Qualcomm North America • Former CPO of HMD Global RAAQ management Peter Ort Jeff Tuder • Principal Executive Officer and Co - chairman of Real Asset Acquisition Corp. (RAAQ) • CEO and Co - chairman of Digital Asset Acquisition Corp. (DAAQ) • General Partner at Cambium Capital • Former Managing Director, Goldman Sachs • Current and former Independent Director and audit committee chair of multiple Concord SPACs • Cambium Capital is an early - stage VC firm focused on advanced computing and is a founding partner of 55 North, a dedicated quantum computing investment firm based in Copenhagen • CFO & Co - chairman of RAAQ • CFO & Co - chairman of DAAQ • Founder of Tremson Capital; prior roles at Fortress, JHL Capital, and Nassau Capital; Operating Partner of Atlas Capital • 20+ years in hedge funds, PE, and credit • Current and former CEO of Concord SPACs; Director on multiple public boards • Current Chairman of Inseego and Director at Hyperliquid Strategies and GCT Semiconductor RAAQ management and its advisors have experience as investors and leaders at top quantum computing firms

 

 

2 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Structure Capital structure Valuation Rationale • IQM, a leading European quantum computing company , intends to complete a business combination (the “Business Combination”) with Real Asset Acquisition Corp. (Nasdaq: RAAQ) • The transaction is targeted to close in June 2026 , subject to the satisfaction of customary closing conditions • Upon closing, shares of the combined company will operate on one of the two leading U.S. stock exchanges. IQM is also considering a dual listing that would see the issuance of IQM’s ordinary shares on the Helsinki stock exchange, which would be expected to take place following the completion of this transaction • Pro - forma cash at closing: $480M 1 • IQM Pro - forma ownership: ~83.7% 2 • RAAQ shareholders Pro - forma ownership: ~10.1% 3 • PIPE Investors’ Pro - forma ownership: ~6.2% • Use of proceeds: General corporate purposes • Pre - money IQM equity valuation: ~$1.8B • Valuation at a substantial discount to public peers 4 , providing an attractive entry point to potential PIPE investors & RAAQ shareholders • Combination of quantum expertise: transaction connects RAAQ and IQM teams, each of which has deep quantum experience • US - EU leadership with a comprehensive on - prem and cloud suite for academic, sovereign, and enterprise clients • Going public is a natural step in the evolution of IQM as a leading global quantum competitor Sources: Company information; Real Asset Acquisition Corp. information Note: 1 Calculated based on unaudited IQM balance sheet as of December 31, 2025 and assumes 0% redemptions from RAAQ’s cash in trust, a ~ $134M PIPE raise, expected proceeds from exercised warrants and $25M in transaction expenses; 2 Based on a proposed pre - money equity value of ~$1.8B. Pre - money equity value to convert at $10.00 / share at close of the business combination, assuming no redemptions. Includes the dilutive impact of existing equity incentive awards and options; 3 Includes 17.25M of RAAQ public shareholders and 4.38M founder shares vested at closing. Excludes ~8.63M RAAQ public warrants, ~3.73M private placement warrants and ~1.73M underwriter private placement warrants ; 4 Discount based on comparing the average fully diluted market capitalizations of IONQ, QBTS and RGTI and IQM’s pre - money equity value Business combination Transaction overview

 

 

6 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; FactSet as of February 20, 2026; Peer websites, filings, news disclosures, industry research articles and other publicly available information Note: 1 Fully diluted market capitalization; 2 Pro - forma cash, cash equivalents, and investments as of September 30, 2025 After $2B equity offering on October 14, 2025; 3 Reflects cash and cash equivalents, short - term investments as of September 30, 2025 and gross proceeds from private placement announced on October 5, 2025; 4 IQM cash to balance sheet includes RAAQ cash - in - trust of ~$175M as of September 30, 2025, PIPE investment, expected proceeds from exercised warrants and IQM cash, less illustrative expenses. For illustrative purposes only; does not fully account for additional accrued interest on cash in trust, which would increase trust value per share at close; 5 Assumes no RAAQ shareholders exercise redemption rights to receive cash from the trust account at closing; 6 Exchange rate of EUR/USD of 1.174 as of December 31, 2025; 7 Full - year 2025E unaudited revenue LTM Sep - 25 revenue ($M) Market capitalization 1 for select public peers ($B) Approx. cash on balance sheet $3.5B 2 $891M $447M $1.3B 3 7.1 5.6 1.8 13.5 1.8 $24 $8 $1 $80 $480M 4,5,6 +$35 6,7 IQM 2025E revenue exclusively from quantum computing $100M+ bookings / visibility Key financial metrics x Multi - year runway x Capital efficient vs. peers x Strong top - line and visibility ? ? ? IQM’s full - year 2025E figures are expected values based on management’s closing of books, and are subject to change Offering a highly attractive entry point for investors into pure - play quantum Transaction overview

 

 

7 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Transaction highlights Valuation • Transaction implies ~$1.7B pro - forma enterprise value Financing • • • Assumes IQM raises ~ $134M PIPE at $10.00 per share Assumes 0% redemption from ~$175M RAAQ’s cash in trust Proceeds from raise will be used for capital expenditures related to R&D and other general corporate purposes Structure • IQM shareholders would rollover 100% of their equity and are expected to hold ~83.7% of the outstanding pro - forma equity assuming no participation in PIPE Sources $1,800 Existing IQM shareholders 1 $175 RAAQ cash in trust 2 $172 IQM cash 3,4 $134 PIPE $24 Expected proceeds from exercised warrants 4 $2,305 Total sources Uses $480 Pro - forma cash to balance sheet 5 $1,800 Existing IQM shareholders $25 Illustrative transaction fees and expenses $2,305 Total uses %Own. Shares 83.7% 180.00M 10.1% 21.63M 6.2% 13.43M IQM RAAQ shareholders 6 PIPE investors Pro - forma valuation ($M) 215.06 Shares outstanding (M) 2 $10.00 Share price ($) $2,151 Equity value ($449) ( - ) Pro - forma net cash $1,702 Enterprise value Pro - forma ownership 2 Sources & uses ($M) Sources: Company information; Real Asset Acquisition Corp. information; FactSet as of December 31, 2025 Note: 1 Proposed pre - money equity value. Pre - money equity value to convert at $10.00 / share at close of the business combination, assuming no redemptions. Includes the dilutive impact of existing equity incentive awards and options; 2 Assumes no RAAQ shareholders exercise redemption rights to receive cash from the trust account at closing; 3 Unaudited cash on balance sheet as of December 31, 2025; 4 Exchange rate of EUR/USD of 1.174 as of December 31, 2025; 5 RAAQ cash - in - trust plus PIPE investment plus expected proceeds from exercised warrants and IQM cash less illustrative fees / expenses; 6 Includes 17.25M of RAAQ public shareholders and 4.38M founder shares vested at closing. Excludes ~8.63M RAAQ public warrants, ~3.73M private placement warrants and ~1.73M underwriter private placement warrants Illustrative transaction Transaction overview

 

 

8 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; 2025 Quantum Technology Monitor; McKinsey & Company; FactSet as of December 31, 2025 Note: 1 Full - year 2025E unaudited revenue; 2 Exchange rate of EUR/USD of 1.174 as of December 31, 2025 15 on - prem deliveries 40%+ FTEs hold a PhD 5 - 150 qubit products 100x faster than other modalities 1 3 High revenue visibility through a robust, multi - year bookings pipeline Europe’s quantum champion with a full stack vertically integrated portfolio 4 Proven track record of delivering operational quantum computers to market 5 End - to - end vertical integration enabling platform control and rapid R&D cycles 6 Multi - strategy product portfolio distributed via on premise and cloud 7 Leveraging Superconducting modality with industry leading gate speeds 8 Experienced leadership team of quantum experts backed by top - tier investors $1T+ economic value by 2040 $35M+ 1,2 2025E revenue $100M+ 2 bookings 30+ quantum computer annual production capacity 2 Massive economic value with strong technological tailwinds $200M+ public support for IQM Investor highlights Transaction overview

 

 

9 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L IQM today: Europe’s quantum champion, with a track record of delivering significant number of systems to customers, globally IQM was recognized in 1st place on the Deloitte Technology Fast 50 Finland list 5 300+ Employees 50+ nationalities, including 120+ quantum experts with PhDs $35M+ 2025E revenue 1,2 Strong revenue today and over $100M in bookings 2 15 Quantum computer systems delivered 3 Consistently delivering systems to academic, sovereign, and enterprise clients 12+ Employee sites Global presence including France, Germany, Italy, Japan, Poland, Saudi Arabia, Spain, Singapore, South Korea, Taiwan, UK and the United States $635M+ Funding raised 2,4 Among best capitalized quantum computing companies in Europe Our mission: to build for the now and for the future… Industrial leader Financial momentum Global talent 30+ Systems built One of the only European players delivering systems at scale Sources: Company information; PitchBook; Deloitte; Publicly available information; FactSet as of December 31, 2025 Note: 1 Full - year 2025E unaudited revenue; 2 Exchange rate of EUR/USD of 1.174 as of December 31, 2025; 3 Difference between systems built and delivered due to systems remaining on - premise for own R&D, for quantum cloud offering (IQM Resonance) and systems still subject to delivery; 4 Equity and debt plus public grants; 5 Recognizes the 50 fastest growing technology companies in Finland based on revenue growth over the past four years

 

 

10 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Very few companies can contend with the breadth, depth and scale of operations of IQM Sources: Company information; PitchBook; Peer websites, filings, news disclosures, industry research articles and other publicly available information Note: 1 Represent publicly announced on - premises deliveries from each of IBM, D - Wave, Pasqal, Rigetti, IonQ, OQC, Quandela, Anyon Systems, QuEra, Atom Computing and Quantinuum 2 Companies that have raised more than $635M as at December 2025; 3 Companies that are i) designing and manufacturing their own chips and quantum processing units using an in - house fabrication facility, ii) have their own compiler, software development kit or control system and; iii) one can access their machine through the cloud or purchase a full system for on - premises use; 4 Excludes companies domiciled in China, operating with less than 50 employees and categorized as generating revenue or generating revenue/Not Profitable as defined by PitchBook • IQM is well positioned through its full stack capabilities and industry insights to enable the advancement of the industry • IQM has scaled faster than any other pure play quantum computing company De - risked multi - year run - rate 6+ companies 2 Building full - stack ecosystem 15+ companies 3 Quantum computing 60+ companies 4 European headquartered with presence in the US & APAC Operations from chip design, hardware development, full stack software to applications Pure play quantum companies with $635M+ funding $100M+ publicly announced bookings Largest European quantum company IQM’s on - premises deliveries vs. peers 1 15 <10 Others (as publicly disclosed)

 

 

11 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L QPUs Economic value 1 : $1T+ by 2040 • • Moore’s law is reaching its limits • Certain use cases cannot be solved by classical computing AI related infrastructure to drive energy and power bottlenecks • Rising unit economics with leading edge silicon inflating costs x • Critical technical milestones being hit • Supportive government programs • Deflationary economics at scale • Robust private and public funding • Enterprise adoption accelerating rapidly Classical computing is reaching its limits Quantum can meet the computation demand Market size: ~$250B by 2030 CPUs GPUs Market size: ~$1T by 2030 Quantum computers are necessary to address fundamental limits in today’s compute Why quantum? Why now? Now Sources: 2025 Quantum Technology Monitor, McKinsey & Company, Challenges approaching physical limits, Imec; AI’s effect on computing and infrastructure trends, McKinsey; TSMC price hikes and rising transistor cost of advanced logic, EE Times Nielsen, Michael A., and Isaac L. Chuang. Quantum computation and quantum information. Cambridge university press, 2010; Google’s error - correction breakthrough; Government Quantum Computing Initiatives: An In - Depth Exploration, QuEra; "AN OVERVIEW OF NATIONAL STRATEGIES AND POLICIES FOR QUANTUM, OECD TECHNOLOGIES"; What is quantum computing? McKinsey; Can Quantum Computers Address the AI Energy Problem? GQI; 3 ways data centres can avoid doubling their energy use by 2030, World Economic Forum; IBM Quantum Readiness Index 2025; Personal Computers Market (2024 - 2030) 1 Economic value is defined as the additional revenue and saved costs that the application of quantum computing can unlock.

 

 

12 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L IQM is the pioneer for quantum - powered supercomputing, already powering 4 out of the Top 10 supercomputers in the Top 500 list Quantum processors are expected to play a complimentary and deeply integrated role within existing digital infrastructure Sources: TOP500, 66 th edition, top500 org Note: Apple, Google, Nvidia, et al. logos are just for informational purposes and are selected examples players Coordinates workloads, runs serial logic and system control GPU – The orchestra Executes massive parallel mathematical operations efficiently Solves subroutines where quantum states can explore enormous solution spaces simultaneously QPU – The soloist CPU – The conductor

 

 

13 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L New applications unlocked with quantum are often cited with expectations to generate more than $1T in value by 2040 Sources: 2025 Quantum Technology Monitor, McKinsey & Company, European Commission; ID Quantique; Peer reviewed journals Note: 1 Value at stake with incremental impact of QC by 2035; 2 Post - Quantum Cryptography ...and other sectors including automotive, semiconductors, and telecommunications • Supply chain optimization • Network optimization • Autonomous driving • Digital twin simulations ~$200 - 500B 1 Logistics • Portfolio optimization • Financial simulations • Credit risk management • Financial crime detection ~$400 - 600B 1 Finance • Cryptography and PQC 2 validation • Satellite mission planning • Armor and aerospace materials • Complex battlefield operation optimisation ~$150 - 300B 1 Security and defence • Automated drug design • Optimization solubility • Clinical trial optimization • Catalyst design ~$150 - 600B 1 Pharmaceuticals and chemicals … partly enabled by disruption in AI from quantum computing Quantum - enhanced sampling for synthetic data generation Quantum - assisted optimisation of LLM training pipelines Quantum optimisation for MLOps and AI infrastructure deployment Quantum - assisted optimisation of retrieval - augmented generation systems

 

 

14 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L IQM has positioned itself as the nucleus to unlock and capture this value generation by stimulating ecosystems globally Support national quantum programs achieve their quantum aspirations 1 Co - develop applications and modular designs with leading partners for breakthrough technologies Supply critical infrastructure for the adoption of quantum computing Catalyze the quantum ecosystem by providing high - return capital access to investors Germany Finland France Italy European Union Czechia Taiwan Singapore UAE United States South Korea Spain Poland Is a key enabler of the quantum ecosystem Sources: Company information Note: 1 Represents jurisdictions where IQM has conducted business or supported quantum initiatives

 

 

15 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Proud of a long tradition in delivering against our united strategic priorities Sources: Company information; European Quantum Industry Consortium (QuIC). "A Portrait of the Global Patent Landscape in Quantum Technologies." Whitepaper, January 2025; Peer reviewed journals; FactSet as of December 31, 2025 Note: 1 European Quantum Industry Consortium (QuIC). "A Portrait of the Global Patent Landscape in Quantum Technologies." Whitepaper, January 2025; 2 Equity and debt plus public grants; 3 Exchange rate of EUR/USD of 1.174 as of December 31, 2025; 4 Full - year 2025E unaudited revenue Priorities Approach Achievements Unlocking quantum advantage No. 1 for customers Industrial strength Transforming to scale Empowering people Fault tolerant focused quantum company with proprietary superconducting chip architecture Largest QC patent portfolio in Europe 1 Two - qubit gate fidelity of 99.93% 10 times fewer physical qubits required per logical qubit Full stack & open architecture with a dynamic product suite Extensive on - premise system deliveries Repeat customer purchases Facilitates customer building spinouts in quantum ecosystem Vertically integrated from chip design to hardware through software 30+ systems built 15 delivered Owns private chip factory in Europe Scaling up global presence through commercial growth Well capitalized with $635M+ 2,3 funding Significant revenue of $35M+ 3,4 Strong pipeline with $100M+ 3 bookings Establishing a diverse R&D powerhouse Diverse talent base including 50+ nationalities One of the largest quantum team with 120+ PhDs Collective experience from from leading global corporations

 

 

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L U nlocking quantum advantage Whole system thinking with unique error correction approach

 

 

17 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Peer reviewed journals; Industry research articles Note: All performance figures cited are drawn from peer - reviewed literature and are intended to be representative of the respective technology modalities, rather than of IQM - specific implementations or performance metrics Building superconducting quantum computers – a leading commercially viable technology U nlocking quantum advantage Economic viability QPU system impact Performance for each modality to date Key criteria Superconducting… Spin Qubits Cold Atoms Trapped Ions Photonic systems Higher gate speeds 100x shorten computation time, reducing Lower cost both energy consumption and Up to 1000x per algorithm overall operating costs Higher performance translates directly into greater system efficiency, enabling similar More efficient Fault - tolerant Quantum Computing Less physical qubits per operations with fewer physical logical qubit qubits and therefore significantly reducing manufacturing costs < 10 ns 10 — 100 ns > 1 ms > 1 ms < 10 ns Speed Corrects up to 3 arbitrary errors Below “break - even” memory Corrects up to 2 arbitrary error “Break - even” memory “Break - even” memory QEC demonstration Universal Universal Non - universal Universal Non - universal Fidelity today (two - qubit gates) 99.93% 99% 99.7% 99.99% 99% Quantum gates 2D > 2 nearest neighbors 1D 2 nearest neighbors 2D All - to - all 2D All - to - all 2D cluster state Connectivity Traditional Commercially - proven silicon and process High cryogenic leveraging cost - efficient processes manufacturability engineering to derisk scaling Low - cost physical qubit Quantum - grade purity, nanoscale patterning Optical - engineering, precision laser systems Advanced photonics, laser stabilization Novel materials Main requirement manufacturing processes

 

 

18 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information Note: The von Neumann architecture is a foundational computer design model in which data and program instructions are stored together in the same memory, and the CPU fetches and processes them sequentially. Chips with unique ‘von Neumann architecture’ which is more hardware efficient and scalable U nlocking quantum advantage IQM pioneers a hybrid architecture with dedicated chip areas for memory and for logic… » Leading - edge 3D - packaging : chip tiling and stacking manufactured in IQM’s fab with no external dependence » Miniaturized control components : replacing cables with integrated on - chip solutions developed in - house » Advanced cryogenic and room - temperature electronics: co - developed with chip manufacturers leveraging deep partnership » Hardware efficient algorithms: including error correction codes, optimized for IQM system Memory Logic Hardware efficient design for memory in Star design for qLDPC codes Speed optimized design for logic in square lattice design Key benchmarks necessary for error correction achieved today : • 2 - qubit gate fidelity: 99.93% • Long - range couplers: 99.44% • Tile - to - tile couplers: 99.70% …with a feasible and efficient plan to scale

 

 

19 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information Accelerated innovation cycles through an open, modular full - stack approach U nlocking quantum advantage Quantum languages and compilation Quantum operating system Quantum instruction set architecture Feedback/feedforward calibration Quantum processing unit (QPU) Quantum error correction Control electronics Applications (e.g., simulation software) Quantum algorithms Quantum control processor Middleware Quantum computer stack Software Control Hardware IQM optimizes each building block based on feedback of partners and customers Collaborate with customers and HPC partners for continuous learning in real world use - cases Advance algorithms Work with GPU partners to cut cycle times and qubit overhead while improving decoding Co - design control stack Minimize physical qubits per logical qubit for feasibility, performance, and cost - effectiveness Develop error - correction codes

 

 

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L N o.1 for customers On - premise & cloud offering with an open and collaborative approach

 

 

21 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information Note: Images are conceptual digital perceptions and actual product may differ. 1 Based on planned roadmap A product for every customer type N o.1 for customers All products also available as cloud service via IQM Resonance & AWS 1 …still to come Halocene Radiance Spark Product name HPC, data centers, corporates HPC, national programs, early industry adopters HPC, research institutes, national programs Universities, labs Target Customers R&D, exp. 2030+ In design, exp. 2027 - 2028 12 9 Items Sold Fault - tolerant quantum computers operating at supercomputer scale, delivering real - world value A state - of - the - art flagship quantum computer with a modular, versatile platform for advancing and commercializing quantum research, especially in quantum error correction A robust, field - tested quantum platform designed to accelerate ecosystem growth, delivered with comprehensive learning materials and fully upgradable Affordable early generation quantum computing system Packaged with learning materials through academy and sold for <€1m Description Drug discovery, logistics, grid, market modelling IP licensing, materials discovery, optimization, image generation; QEC IP licensing, materials discovery, optimization, image generation Simulation, optimization, fraud detection Applications 40,000 – 1M+ 1 150 – 5,000 20 - 150 5 Physical qubits 240 - 7200 1 5 - 180 Testbed for 1 - 5 – Logical qubits - 9 10 - 6 10 – – Target error

 

 

22 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Research institute public information and financial report Note: Images are conceptual digital perceptions and actual product may differ The partner of choice for our customers, with scope to unlock $100M+ of lifetime value IQM works with customers from diverse backgrounds and sectors Customers often order repeatedly and consider IQM as a long - term partner for quantum computing 3 1 Gen 2 Gen Upgradable quantum computers 4 Gen 3 Gen Follows the HPC upgrade cycle IQM has delivered on its promises 2 IQM delivers 20 - qubit system, the world’s first integration of a quantum computer into a supercomputer November 2021 IQM selected to provide additional QC to be integrated into a HPC supercomputer IQM wins tender to provide 54 and 150 qubit systems. IQM delivers 54 - qubit system in 2025 June 2024 September 2024 Universities: $1M Enterprise: $100M HPC center: $10M Illustrative customer purchase power 1 N o.1 for customers

 

 

23 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Quantum insider Note: 1 Represents data as of December 31, 2025 ; 2 Quantum Insider (August 23, 2025), Top - 10 vendors by share of total systems sold, 2020 to June 2025 The result: The largest on - premise customer base globally 1 N o.1 for customers Sold, delivered and installed the most quantum systems globally 2 Czech Republic Taiwan Finland Germany France Italy United States South Korea Poland Spain Across the globe, IQM empowers customers to turn quantum computing into real - world solutions for AI, chemistry, optimization, science, education, and beyond 21 Total systems sold 1 $165M+ Total order intake 1 13 Total customers 1 IQM Quantum Brilliance IBM Rigetti Fujitsu ORCA Computing XeedQ Alpine Quantum SpinQ D - Wave Other 2

 

 

24 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Unique to IQM’s platform Source: Company information Note: 1 Qiskit from IBM IQM Resonance: the quantum computing platform built for enterprises and broader developer community Multi - platform Accessible via IQM Resonance and partner platforms like AWS, offering customer choice and easy integration with existing workflows Multi - language Compatible with Qrisp, Qiskit, and QudaQ, providing full flexibility for developers and seamless integration across the quantum ecosystem Modularity Offers modular quantum routines developers can call instantly, simplifying workflows and eliminating low - level coding Accessibility Simple for beginners. Powerful for experts. 10x more computationally efficient than the most widely adopted platform 1 Tight integration Cloud accessible, plug - and - play with partner technologies, and HPC integration ready Error - correction Provides pulse - level access and error mitigation integration, giving full control of QEC stack instead of a black - box solution Provides libraries and highly abstracted subroutines in familiar languages like QRISP, enabling non - quantum developers to build applications easily, unlike low - abstraction, circuit - only frameworks such as Qiskit Enterprise customers: IQM offers an open and modular cloud platform N o.1 for customers

 

 

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L I ndustrial strength Full vertical integration and proprietary critical infrastructure

 

 

26 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Autonomous chip design and assembly capabilities enable efficient product rollout x FAST / AGILE Development NO DEPENDENCY x On other manufactures QUALITY CONTROL x To ensure performance EFFICIENT FEEDBACK x Enabled by on - premise system sales IQM Assembly Line IQM Data Center IQM Fab QPU 1 designs optimised Customer feedback Systems trialled by customers QPUs 1 manufactured Systems put on the cloud in Data Center Systems built and integrated with assembly line Source: Company information Note: ¹ Quantum Processing Unit I ndustrial strength

 

 

27 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information In - house capability and robust partnership across the value chain I ndustrial strength Quantum data center Cloud & data center Fabrication facility Design & fabrication Chip design software R&D Vertically integrated model to simplify application development to ease access for end users x Safe and secure environment for hosting quantum cloud x Location: Munich, Germany x Further investment plans to expand capabilities Full stack model benefitting from holistic view and control over the build and processes Lower production costs due to value chain control Customers benefit from better system performance and system stability x 200 mm wafers x Optimized for QPU piloting and production x Location: Espoo, Finland; Area: 1000 m 2 x Next generation chip factory for error - correction roadmap planned x Proprietary software to accelerate design cycles, reduce costs, increase quality / level of prediction and generate strong IP In - house capability Proprietary infrastructure Select partners Value chain

 

 

28 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Governmental organizations; Publicly available news Note: 1 Finland and the US: A New Alliance for the Future! — President Alexander Stubb at the White House; 2 Turning Europe into a quantum industrial activity; 3 Q - Exa consortium to integrate German quantum computer into HPC supercomputer for the first time Committed to supporting national sovereignty I ndustrial strength “It is part of our strategy to establish a Quantum Airbus initiative where several countries and a strong industry player collaborate closely to create a globally leading quantum computing company." Jan Goetz CEO & Co - Founder, IQM “There are two specific fields where Finland has strengths: One is quantum computing, and we know that is what gives food for thought for artificial intelligence and the second is networks." 1 Alexander Stubb to Donald Trump Presidents of Finland and the USA “The mission is clear: turn Europe into a quantum industrial powerhouse that transforms breakthrough science into market - ready applications, while maintaining its scientific leadership.” 2 Henna Virkkunen Executive Vice President, European Commission “Integrating a [IQM] quantum computer with the infrastructure of the Leibniz Supercomputing Centre harbours enormous potential for science and industry.” 3 Anja Karliczek Former German Minister for Research and Education • Recognized and supported by EU Quantum Initiatives, United States, Finland, Germany, Italy, Poland, France, Japan, Korea, and Taiwan • Endorsements underscore strategic importance and technical maturity Global recognition by national programs Strengthening EU and allied national resilience • Providing quantum hardware to the EU and Allies • Enabling secure, resilient capabilities for long - term national resilience • Central to the ecosystem, supporting spin - outs and accelerating research • Critical to EU technological sovereignty; Europe’s ‘quantum airbus’ Europe’s leading native quantum system provider • Multinational engagement ensures access to state - of - the - art innovation (e.g. semiconductor fabrication in Taiwan) • Diversified funding reduces single - country dependence and limits geopolitical and black - swan exposure Diversified, resilient funding and technology base

 

 

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L T ransforming to scale The capital efficient path to global quantum leadership

 

 

30 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Deloitte; Peer reviewed journals; Publicly available news Note: 1 European Quantum Industry Consortium (QuIC). "A Portrait of the Global Patent Landscape in Quantum Technologies." Whitepaper, January 2025 Significant achievements made in 2025 building a basis for IQM’s next steps T ransforming to scale Quantum Physics [Submitted on 22 Aug 2025] Above 99.9% Fidelity Single - Qubit Gates, Two - Qubit Gates, and Readout in a Single Superconducting Quantum Device

 

 

31 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Embarking on our next phase of growth T ransforming to scale Continued R&D & innovation Talent attraction & development Infrastructure investment & expansion M&A, market consolidation and inorganic expansion Path towards quantum advantage

 

 

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L E mpowering people The center of gravity for world - class talent and innovation

 

 

33 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; McKinsey & Company; MIT; Quantum Consortium; Pitchbook The center of gravity for world - class talent, incubating a generation of industry leaders E mpowering people 20+ 50+ 60+ 80+ We are one of the most significant quantum businesses globally… …and have an attractive quantum talent pool in reach Density per million inhabitants 140+ 300+ 60+ 40+ 140+ 160+ Attractive talent market dynamics 300+ Employees 50+ Nationalities 40%+ Hold a PhD No.1 quantum employer in the EU… …with global talent attraction …and highly educated talent Collective experience from blue chip institutions Low Medium Labor costs Talent gap Effective supply of candidates Quantum physicist demand High Region Low Low High High Large talent pool Absolute number of graduates (k) in QT fields

 

 

34 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information DR. JAN GOETZ Chief Executive Officer & Co - Founder  Founder of the year (2023, Handelsblatt)  Quantum PhD DR. JUHA VARTIAINEN Chief Global Affairs Officer & Co - Founder  Public Affairs & Internationalisation  Long standing leader & advisor  Quantum PhD JAN KUERSCHNER Chief Financial Officer  Financial Operations & Legal  Experienced finance executive  Business Administration MSc SYLWIA BARTHEL DE WEYDENTHAL Chief Commercial Officer  Sales, Marketing & Product  Experienced commercial executive  Economics MSc BLAIR ROBERTSON VP, Strategy & Corporate Development  Capital Markets, Strategy, Corporate Finance, IR & Corp Comms  Expert deal maker & financier  Economics MSc LISA KUSKE VP, People  People, Culture & Talent  Experienced global People & Culture leader  Business Administration MSc MARK FALCON General Counsel  Juris Doctor of Law  Experienced legal counsel DR. INES DE VEGA VP, Quantum Solutions  Tech: Applications & Algorithms  Distinguished technical research fellow  Quantum PhD DR. JUHA HASSEL VP, Quantum Technologies  Tech: QPU & Enabling Tech  Eminent scientist & engineering leader  Quantum PhD DR. TOMI RIIPINEN VP, Quantum Systems  Tech: System Integration & Software  Seasoned engineering director  Electrical Engineering PhD DR. SØREN HEIN Chief Operations Officer  Global Operations & Fabrication  Experienced semiconductor executive, investor, founder & board member  Electrical Engineering PhD & MBA *TBC Founder - led executive team, boasting decades of experience from the cleanroom to the capital markets E mpowering people

 

 

35 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L IQM board E mpowering people Alex Doll Board member • Founder and Managing Member at Ten Eleven Ventures • MBA, Stanford; B.S. of Finance & Systems engineering, Univ. of Pennsylvania Juho Sarvikas Board member • CEO & Director of Inseego Corp • Former President of Qualcomm North America • Former CPO of HMD Global Jeff Tudor Chair audit committee • Current Chairman of Inseego and Director at Hyperliquid Strategies and GCT Semiconductor • 20+ years in hedge funds, PE, and credit (Founder of Tremson Capital, Fortress, JHL Capital, and Nassau Capital, Operating Partner of Atlas Capital) Dr. Sierk Poetting Chairman • COO of BioNTech • Former CFO of Sandoz • Ph.D. in physics, Ludwig - Maximilian University, Munich Hannu Martola Chair Remuneration Committee • President & CEO of Detection Technology Plc. • M.Sc. In Engineering, Aalto University Juha Vartiainen Board member • Co - founder and Chief Global Affairs Officer at IQM • Ph.D. in Physics, Helsinki University of Technology Source: Company information

 

 

 

 

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L About this presentation Risk Factors The below list of risk factors has been prepared solely for purposes of the proposed private placement transaction (the “Private Placement”) as part of the proposed business combination of Real Asset Acquisition Corp . (“RAAQ”) and IQM Finland Oy (the “Business Combination”), and solely for potential investors in the Private Placement, and not for any other purpose . All references to “IQM,” the “Company,” “we,” “us” or “our” refer to the business of IQM Finland Oy and its subsidiaries . The risks presented below are certain of the general risks related to the business of the Company, the Private Placement and the Business Combination, and such list is not exhaustive . The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and RAAQ, with the U . S . Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connection with the proposed transactions between the Company and RAAQ . The risks presented in such filings will be consistent with those that would be required for a public company in its securities law filings, including with respect to the business and securities of the Company and RAAQ and the proposed transactions between the Company and RAAQ, and may differ significantly from and be more extensive than those presented below . Investing in securities (the “Securities”) to be issued in connection with the Business Combination involves a high degree of risk . You should carefully consider these risks and uncertainties, together with the information in the Company’s consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the Private Placement, before making an investment decision . There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control . If any of these risks or uncertainties occurs, the Company’s business, financial condition and/or operating results could be materially and adversely harmed . Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company’s business, financial condition and/or operating results . If any of these risks or uncertainties actually occurs, the value of the Company’s equity securities may decline, and any investor in the Private Placement may lose all or part of its investment . Risks Related to Our Business Capital Requirements and Cost Fluctuations . Our business and our future plans for expansion are capital - intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period . Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations . Such financings may result in dilution to our stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common shares, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business . Development . Our technical roadmap and plans for further commercialization include technology that is being developed but may never become available or meet desired technical specifications, and we face significant barriers in our continued development efforts . If we cannot successfully overcome those barriers, our business will be negatively impacted . Strategy Execution . If we cannot successfully execute our strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed . Competition . Even if we are successful in developing quantum computing systems, and other products within our pipeline, and executing our strategy, competitors in the industry may achieve technological breakthroughs that render our quantum technology obsolete or inferior to other products . Our Industry . The quantum technology industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum solutions, if it encounters negative publicity or if our solutions do not drive commercial engagement, the growth of our business will be harmed . Loss of Patent Protections . Any failure to obtain, maintain and protect our intellectual property rights could impair our ability to protect and commercialize our proprietary products and technology and cause us to lose our competitive advantage . Growth Rates . Our success will depend upon our ability to expand, scale our operations, and increase our sales and support capability . Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all . Supply Chain . The design and manufacturing of our quantum computers are dependent on a number of critical suppliers and unknown supply chain issues that could delay the introduction of our products and services or cause a significant disruption in our supplier base could have a material adverse effect on our business, financial condition and results of operations . Strategic Partners . If we are unable to maintain our current strategic partnerships, including relationships with certain national research centers or universities, or we are unable to develop future collaborative partnerships, our future growth and development could be negatively impacted . Certain of our strategic development and partnership arrangements or expected strategic partnerships could be terminated or may not materialize into contract partnership arrangements on a long - term basis or at all . We may also not be able to successfully engage target customers or convert early trial deployments of our technology into meaningful orders in the future . Third Parties . We depend on, and anticipate that we will continue to depend on, various third - party suppliers, contractors, and strategic partners in order to sustain and grow our business . Our ability to commercialize and scale our superconducting quantum products is also dependent upon components we must source from electronics and other industries . Shortages or supply interruptions in any of these components will adversely impact our financial performance . 37

 

 

38 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L About this presentation Risk Factors (Cont’d) Risks Related to the Private Placement Capital Raise. There can be no assurance that we will be able to raise the anticipated ~$134 million in the Private Placement, or that the amount of funds raised in the Private Placement will be sufficient to consummate the Business Combination or for use by the Combined Company. Voting Power. The issuance of shares of the Combined Company’s securities in connection with the Private Placement will dilute the voting power of the Combined Company’s shareholders. Risks Related to the Business Combination Transaction Costs. Both RAAQ and we will incur significant transaction costs in connection with the Business Combination. Contingencies of Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. Key Personnel. The ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain of our key personnel, all of whom we expect to stay with the Combined Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. Redemption. If a significant number of shares of RAAQ’s common stock is elected to be redeemed in connection with the Business Combination, the share ownership of the Combined Company will be highly concentrated, which will reduce the public “float” and may have a depressive effect on the market price of the shares of the Combined Company. Redemptions will also reduce the amount of capital available to the Combined Company following the Business Combination. Value of Securities. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of RAAQ’s securities or, following the consummation of the Business Combination, the value of the Combined Company’s securities, may decline. Stock Exchange Approvals. There can be no assurance that the Combined Company’s securities will be approved for listing on the chosen stock exchanges or that the Combined Company will be able to comply with the continued listing standards of such stock exchanges. Conflicts of Interest. Some of RAAQ’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether we are an appropriate target for RAAQ’s initial business combination. Legal Proceedings. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. Compliance with Laws. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect us and the Combined Company’s business, including RAAQ, and our ability to consummate the Business Combination, and results of operations.

 

FAQ

What did Real Asset Acquisition Corp. (RAAQ) announce in this 8-K?

Real Asset Acquisition Corp. agreed to merge with IQM Finland Oy, a quantum computing company. RAAQ will merge into an IQM subsidiary, and IQM will become a U.S.-listed public company using American depositary shares issued to RAAQ shareholders as merger consideration.

How will RAAQ shares and warrants be treated in the IQM merger?

Each RAAQ Class A ordinary share will be cancelled in exchange for one IQM American depositary share. All RAAQ warrants, including public and private placement warrants, will be assumed by IQM and become warrants to purchase one IQM ordinary share via one ADS at an exercise price of $11.50 per share.

What are the key financing terms, including the PIPE, in the RAAQ–IQM deal?

IQM entered PIPE subscription agreements for about 13.4 million IQM ADSs at $10.00 per ADS, raising roughly $134 million. The business combination also requires Aggregate Transaction Proceeds of at least $150,000,000 as a minimum cash condition to closing under the Business Combination Agreement.

What sponsor and insider lock-up terms apply after the RAAQ–IQM merger?

RAAQ insiders agreed to lock up 70% of IQM ADSs they hold for up to one year, subject to an early release if the ADS price reaches $12.00 for 20 days in a 30-day period after 150 days, and to lock up all IQM warrants and resulting shares for 30 days after closing.

What is the sponsor forfeiture in the Real Asset Acquisition–IQM transaction?

At closing, the sponsor will forfeit 1,375,000 RAAQ Class B ordinary shares and up to 3,725,000 RAAQ warrants for no consideration. The number of warrants forfeited scales with remaining trust proceeds, with all such warrants forfeited if remaining trust funds are $100,000,000 or less.

What conditions must be satisfied for the RAAQ and IQM business combination to close?

Closing conditions include RAAQ and IQM shareholder approvals, effectiveness of IQM’s Form F-4 registration statement, Nasdaq approval for IQM ADS listing, satisfaction of the $150,000,000 minimum cash condition, and absence of legal orders prohibiting the transaction or specified material adverse effects.

How will resale and registration rights be handled for new IQM securities?

IQM agreed to file a resale registration statement for PIPE shares within 30 days after closing. A separate registration rights agreement grants RAAQ insiders and certain IQM shareholders rights to demand and piggyback registrations, including a Form F-1 shelf within 30 days following the closing.

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