Form 8-K - Groowe Newsroom

8-K — Real Asset Acquisition Corp.

Accession: 0001213900-26-041139

Filed: 2026-04-07

Period: 2026-04-07

CIK: 0002052161

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0285401-8k425_real.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED APRIL 7, 2026 (ea028540101ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

April 7, 2026

REAL ASSET ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42613

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

174 Nassau Street,

Suite 2100

Princeton, New Jersey 08542

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (609) 924-0759

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒

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

☐

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

☐

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

☐

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

Securities

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant

RAAQU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

RAAQ

The Nasdaq Stock Market LLC

Redeemable warrants, each whole redeemable warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

RAAQW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously announced, on

February 22, 2026, Real Asset Acquisition Corp., a Cayman Islands exempted company (“RAAQ”), IQM Finland Oy, a limited liability

company (Fi. osakeyhtiö) incorporated under the laws of Finland (“IQM”), IQM US LLC, a Delaware limited liability company

and an indirect wholly owned subsidiary of IQM, and Eclipse QC S.à r.l., a Luxembourg private limited liability company (société

à responsabilité limitée) and a direct wholly owned subsidiary of IQM, entered into a business combination agreement

(the “Business Combination Agreement”), for a business combination transaction that will result in IQM becoming a publicly

traded company (the “Transaction”).

April 7, 2026, IQM and RAAQ issued a joint press release (the “Press Release”) announcing the confidential submission by IQM

of a draft registration statement on Form F-4 to the Securities and Exchange Commission (the “SEC”) in connection with the

Transaction and certain other matters. A copy of the Press Release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Additional Information About the Proposed Transaction

and Where to Find It

In connection with the

proposed Transaction, IQM has confidentially submitted and intends to publicly 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 Transaction to its shareholders as of a record date to be established for voting at

the extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). The Registration Statement,

including the proxy statement/prospectus contained therein, will contain important information about the proposed Transaction and

the other matters to be voted upon at the Extraordinary General Meeting. This Current Report does not contain all the information

that should be considered concerning the proposed Transaction and is not intended to provide the basis for any investment decision

or any other decision in respect of such matters. RAAQ and IQM may also file other documents with the SEC regarding the proposed

Transaction. RAAQ’s shareholders and other interested persons are advised to read, when available, the Registration Statement,

including the preliminary proxy statement/prospectus contained therein, the amendments thereto and the definitive proxy

statement/prospectus and other documents filed in connection with the proposed Transaction, as these materials will contain

important information about RAAQ, IQM and the proposed Transaction. Shareholders may obtain copies of the Registration Statement,

including the preliminary or definitive proxy statement/prospectus contained therein, and the other documents filed or that will be

filed by RAAQ and IQM with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov.

Participants in the Solicitation

RAAQ, IQM and certain of

their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be

participants in the solicitation of proxies from RAAQ’s shareholders in connection with the proposed Transaction. Information

regarding the persons who may, under SEC rules, be deemed participants in the solicitation of RAAQ’s shareholders in

connection with the proposed Transaction will be set forth in the Registration Statement, including the proxy statement/prospectus

contained therein, when it is filed with the SEC. You can find more information about RAAQ’s directors and executive officers

in RAAQ’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 3, 2026 and in the

subsequent filings made by RAAQ with the SEC. Shareholders, potential investors, and other interested

persons should read the Registration Statement, including the proxy statement/prospectus contained therein, carefully when it

becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources

described above.

Forward-Looking Statements

This Current Report

includes “forward-looking statements” within the meaning of the U.S. federal securities laws and “forward-looking

information” within the meaning of applicable non-U.S. securities laws (collectively, “forward-looking

statements”). Forward-looking statements may be identified by the use of words such as “estimate,”

“plan,” “project,” “forecast,” “intend,” “will,” “expect,”

“anticipate,” “believe,” “seek,” “target,” “continue,”

“could,” “may,” “might,” “possible,” “potential,” “predict”

or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These

forward-looking statements are based upon current estimates and assumptions that, while considered reasonable by IQM and its

management, and RAAQ and its management, as the case may be, are inherently uncertain. These statements include: the successful

consummation and potential benefits of the proposed Transaction and expectations related to its terms and timing; the stock

exchanges on which the securities of IQM are expected to trade; IQM’s

ability to commercialize its hardware and software; the expectation that IQM is building the infrastructure that allows

quantum ecosystems to grow; and the potential for IQM to increase in value.

These forward-looking statements

are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,

a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict

and will differ from assumptions, many of which are beyond the control of IQM and RAAQ.

These forward-looking statements

are subject to known and unknown risks, uncertainties and assumptions that may cause the actual results of IQM following the proposed

Transaction, levels of activity, performance, or achievements to be materially different from any future results, levels of activity,

performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that IQM is pursuing an emerging

technology, which faces significant technical challenges and may not achieve commercialization or market acceptance; IQM’s historical

net losses and limited operating history; IQM’s expectations regarding future financial performance, capital requirements and unit

economics; IQM’s use and reporting of business and operational metrics; IQM’s competitive landscape; IQM’s dependence

on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future

financing; IQM’s concentration of revenue in contracts with government or state-funded entities; IQM’s ability to manage growth

and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; IQM’s

reliance on strategic partners and other third parties; IQM’s ability to maintain, protect and defend its intellectual property

rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and

regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or

changes with respect to taxes, trade conditions and the macroeconomic environment; IQM’s ability to maintain internal control over

financial reporting and operate a public company; the possibility that required shareholder and regulatory approvals for the proposed

Transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed

Transaction; the risk that shareholders of RAAQ could elect to have their shares redeemed, leaving the combined company with insufficient

cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination

of the Business Combination Agreement; the outcome of any legal proceedings or government investigations that may be commenced against

IQM or RAAQ; failure to realize the anticipated benefits of the proposed Transaction; the ability of IQM to issue equity or equity-linked

securities in connection with the proposed Transaction or in the future; and other factors described in RAAQ’s and IQM’s filings

with the SEC. These forward-looking statements are based on certain assumptions, including that none of the risks identified above materialize;

that there are no unforeseen changes to economic and market conditions, and that no significant events occur outside the ordinary course

of business. Additional information concerning these and other factors that may impact such forward-looking statements can be found in

filings made and to be by IQM, and RAAQ with the SEC, including under the heading “Risk Factors.” If any of these risks materialize

or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In

addition, these statements reflect the expectations, plans and forecasts of IQM’s and RAAQ’s management as of the date of

this Current Report; subsequent events and developments may cause their assessments to change. While IQM and RAAQ may elect to update

these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so, unless required by applicable

securities laws. Accordingly, undue reliance should not be placed upon these statements.

In addition, statements that

“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon

information available to us as of the date of this Current Report, and while we believe such information forms a reasonable basis for

such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted

an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and

investors are cautioned not to unduly rely upon these statements. An investment in RAAQ is not an investment in any of RAAQ’s founders’

or sponsors’ past investments, companies, or affiliated funds. The historical results of those investments are not indicative of

future performance of RAAQ, which may differ materially from the performance of RAAQ’s founders’ or sponsors’ past investments.

No Offer or Solicitation

This Current Report does not

constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall

there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such jurisdiction, including any European Economic Area member state or the United Kingdom.

This Current Report is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the

securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a

prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. Any potential dual

listing of IQM’s ordinary shares on the Helsinki stock exchange referred to in this Current Report would be made by means of a prospectus

as set out in the EU Prospectus Regulation. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER

REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION

CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release, dated April 7, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

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

duly authorized.

Dated: April 7, 2026

REAL ASSET ACQUISITION CORP.

By:

/s/ Peter Ort

Name:

Peter Ort

Title:

Principal Executive Officer and Co-Chairman

EX-99.1 — PRESS RELEASE, DATED APRIL 7, 2026

EX-99.1

Filename: ea028540101ex99-1.htm · Sequence: 2

Exhibit 99.1

IQM and

Real Asset Acquisition Corp. announce confidential submission of draft registration statement on form F-4 in connection with

proposed business combination

PRINCETON,

NJ & ESPOO, FINLAND, April 7, 2026 – IQM Finland Oy, a global leader in deployed on-premises, full-stack superconducting

quantum computers (“IQM”, “IQM Quantum Computers” or the “Company”), and Real Asset Acquisition Corp.,

a special purpose acquisition company (Nasdaq: RAAQ) (“RAAQ”), today announced the confidential submission of the draft registration

statement on Form F-4 (the “Registration Statement”) filed by IQM with the U.S. Securities and Exchange Commission

(“SEC”) relating to their proposed business combination. The submission of the Registration Statement marks an important milestone

toward the completion of the proposed business combination, which will result in IQM becoming a publicly traded company.

The business

combination remains subject to approval by RAAQ shareholders, the Registration Statement being declared effective by the SEC, and other

customary closing conditions. The business combination is expected to close in mid-2026.

IQM operates

a vertically integrated business model, boasting a unique combination of proprietary infrastructure from its 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.

---End---

About IQM Quantum Computers

IQM Finland Oy (“IQM”, “IQM

Quantum Computers”, “Company”) is a global leader in superconducting quantum computers, delivering full-stack quantum

systems and cloud platform access to research institutions, universities, high-performance computing centres, and national laboratories

worldwide. IQM’s on-premises deployment model gives customers direct ownership and control of their quantum infrastructure. Founded in

2018, headquartered in Finland, IQM has over 350 employees. IQM operates across Europe, Asia, and North America and has announced

its plans to become the first publicly listed European quantum company on a major U.S. stock exchange and considering dual listing on

the Helsinki Stock Exchange.

Media contact:

Email:  press@meetiqm.com

Mobile: +358 (0) 50 479 0845

Investor contact:

Email: ir@meetiqm.com

Additional Information

About the Proposed Business Combination and Where to Find It

In connection with the

proposed business combination between IQM and RAAQ, IQM has confidentially submitted and intends to publicly 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. 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 of RAAQ 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.

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: 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 IQM are expected to trade; IQM’s ability to commercialize its hardware and software; the expectation that IQM

is building the infrastructure that allows quantum ecosystems to grow; and the potential for IQM to increase in value.

These forward-looking

statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an

assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible

to predict and will differ from assumptions, many of which are beyond the control of IQM and RAAQ.

These forward-looking

statements are subject to known and unknown risks, uncertainties and assumptions that may cause the actual results of IQM proposed business

combination, levels of activity, performance, or achievements to be materially different from any future results, levels of activity,