Real Asset Acquisition Corp. 8-K

What Happened
Real Asset Acquisition Corp. (RAAQ) announced on Feb. 23, 2026 (Business Combination Agreement dated Feb. 22, 2026) that it entered into a definitive agreement to combine with IQM Finland Oy (IQM). Under the agreement RAAQ will merge into an IQM subsidiary (Merger Sub) and RAAQ public shareholders will receive IQM American Depositary Shares (ADSs). IQM will establish an ADS facility (Form F‑6) and assume RAAQ warrants, converting them into warrants exercisable for IQM ordinary shares represented by ADSs.

Key Details

• Transaction documents filed in the 8‑K; Business Combination Agreement executed Feb. 22, 2026.
• PIPE financing: ~13.4 million IQM ADSs at $10.00 per ADS for approximately $134 million, subject to customary closing conditions.
• Minimum cash condition: Aggregate Transaction Proceeds must be ≥ $150,000,000 for IQM to close (the “Minimum Cash Condition”).
• Share/exchange mechanics: RAAQ Class B shares convert to Class A pre‑merger; RAAQ Class A shares will be cancelled for one IQM ADS each; RAAQ warrants will be assumed and become IQM warrants with $11.50 exercise price.
• Insider lock‑ups and sponsor adjustments: RAAQ insiders agree to voting/support and lock‑ups (70% hold restriction on certain ADSs for up to one year or until a specified price/time condition). Sponsor will forfeit 1,375,000 Class B shares and up to 3,725,000 RAAQ warrants at closing (amount forfeited depends on remaining trust fund proceeds).
• Approvals & conditions: Closing subject to RAAQ shareholder approval, IQM shareholder approval (solicit within 30 days or meeting by Apr. 30, 2026), effectiveness of an F‑4 registration statement, Nasdaq listing approval for ADSs, no injunctions, and expiration/clearance of applicable waiting periods. Closing deadline is 180 days from the agreement date (extendable up to 120 days in specified circumstances).

Why It Matters
This agreement is a planned SPAC business combination that would make IQM — a quantum computing company — a U.S.‑listed public company via issuance of ADSs. The announced ~$134M PIPE plus any trust proceeds must meet a stated $150M minimum cash threshold before the deal can close, so the financing and shareholder approvals are material milestones for the transaction. For RAAQ investors, the deal changes the economic and voting rights (share conversions, warrant assumptions, forfeitures and lock‑ups) and will determine whether and how RAAQ public holders receive IQM ADSs and exposure to IQM’s business once the transaction and regulatory steps (F‑4 effectiveness, Nasdaq listing) are completed.