Real Asset Acquisition Corp. 8-K

What Happened

• RAAQ announced that its business combination with IQM became effective on July 1, 2026. As part of the closing, RAAQ merged into Merger Sub and RAAQ ceased to exist. Nasdaq permanently suspended trading in RAAQ Class A ordinary shares, public warrants and units prior to the open on July 2, 2026, and RAAQ filed a Form 25 on July 1, 2026 to remove those securities from listing and registration under Section 12(b) of the Exchange Act. RAAQ intends to file a Form 15 to complete deregistration.
• On the Closing Date the parties also executed two material agreements: a Registration Rights Agreement (IQM agreed to use commercially reasonable efforts to file a resale shelf registration statement on Form F-1 within 30 days) and a Warrant Assignment, Assumption and Amendment Agreement (RAAQ assigned its warrant rights to IQM and IQM assumed and amended the RAAQ Warrant Agreement).

Key Details

• Business Combination effective date and Form 25 filing: July 1, 2026; trading suspended before July 2, 2026 open. Deregistration becomes effective 10 days after the Form 25 filing.
• Registration Rights Agreement: IQM committed to try to file a resale shelf (Form F-1) within 30 calendar days after closing.
• Warrant transfer: RAAQ assigned its rights under the April 28, 2025 RAAQ Warrant Agreement to IQM; IQM assumed and amended those warrant obligations (Warrant Assignment Agreement dated July 1, 2026).
• Management changes: Upon the Merger Effective Time, directors Robert Neal, Mark Smith and Eduardo Munemori ceased to be directors; Peter Ort resigned as CEO and Co‑Chairman; Jeff Tuder resigned as CFO and Co‑Chairman (Mr. Tuder will serve as an IQM director).

Why It Matters

• For RAAQ public shareholders: the RAAQ securities are being delisted and deregistered, which typically reduces liquidity and eliminates ongoing reporting obligations for RAAQ as a separate public shell. Shareholders should expect trading and regulatory changes tied to the combined company structure.
• For holders of shares previously issued by the SPAC insiders: the Registration Rights Agreement gives those holders a contractual pathway (IQM’s F-1 filing) to register shares for resale, which may affect liquidity and timing for selling post-closing.
• For warrant holders: the warrants formerly governed by RAAQ’s warrant agreement were transferred to IQM and amended, so holders’ rights and exercise mechanics will now be governed by IQM’s assumed agreements.