Form 8-K

8-K — Real Asset Acquisition Corp.

Accession: 0001213900-26-068399

Filed: 2026-06-12

Period: 2026-06-12

CIK: 0002052161

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0294675-8k425_real.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

June 12, 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.

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”).

June 12, 2026, IQM issued a press release (the “Press Release”) announcing, among other things, the appointment of Barbara

Venneman to IQM’s Board of Directors. A copy of the Press Release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Additional Information About the Proposed Transaction

and Where to Find It

The Registration Statement

was declared effective by the SEC on June 5, 2026 and RAAQ mailed the definitive proxy statement/prospectus relating to the proposed Transaction

to its shareholders as of June 3, 2026, the record date for voting at the extraordinary general meeting of RAAQ’s shareholders to

be held in connection with the Transaction (the “Extraordinary General Meeting”). The Registration Statement and the definitive

proxy statement/prospectus contain important information about the Transaction and the other matters to be voted upon at the Extraordinary

General Meeting. This Current Report on Form 8-K (this “Current Report”) does not contain all the information that should

be considered concerning the proposed business combination and is not intended to provide the basis for any investment decision or any

other decision in respect of such matters. RAAQ and IQM may also file other documents with the SEC regarding the Transaction. RAAQ’s

shareholders and other interested persons are advised to read the Registration Statement, the definitive proxy statement/prospectus and

other documents filed in connection with the Transaction, as these materials contain important information about RAAQ, IQM and the Transaction.

Shareholders may obtain copies of the Registration Statement, the definitive proxy statement/prospectus, and the other documents filed

or that will be filed by RAAQ and IQM with the SEC, without charge, at the SEC’s website located at www.sec.gov.

Participants in the Solicitation

RAAQ, IQM and certain of their

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

in the solicitation of proxies from RAAQ’s shareholders in connection with the Transaction. Information regarding the persons who

may, under SEC rules, be deemed participants in the solicitation of RAAQ’s shareholders in connection with the Transaction are set

forth in the Registration Statement and the definitive proxy statement/prospectus filed with the SEC. Shareholders, potential investors,

and other interested persons should read the Registration Statement and the definitive proxy statement/prospectus carefully before making

any voting or investment decisions. You may obtain free copies of these documents from the sources described above.

Forward-Looking Statements

This Current Report includes

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

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

may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”

“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,”

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

“predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical

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

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

opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding IQM’s ability to commercialize

new products and technologies; projections of development and commercialization costs and timelines; expectations regarding IQM’s

ability to execute its business model and the expected financial benefits of such model; expectations regarding IQM’s ability to

attract, retain and expand its customer base; IQM’s deployment of proceeds from capital raising transactions; IQM’s expectations

concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties;

IQM’s ability to maintain, protect and enhance its intellectual property; future ventures or investments in companies, products,

services or technologies; development of favorable regulations affecting IQM’s markets; the successful consummation and potential

benefits of the proposed business combination and expectations related to its terms and timing; the stock exchanges on which the securities

of the combined company are expected to trade; proceeds from the business combination and related PIPE; funds received by the combined

company from RAAQ’s trust account and redemptions by RAAQ’s public shareholders; IQM’s ability to commercialize its

hardware and software; the expectation that IQM is building the sovereign infrastructure that allows quantum ecosystems to grow; and the

potential for IQM to increase in value.

These

forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,

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

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

These forward-looking statements

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

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

of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that IQM is pursuing

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

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

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

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

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

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

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

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

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

changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal

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

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

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

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

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

against IQM or RAAQ; failure to realize the anticipated benefits of the proposed Transaction; the ability of IQM or the combined company

to issue equity or equity-linked securities in connection with the proposed Transaction or in the future; and other factors described

in the Registration Statement and RAAQ’s and IQM’s other filings with the SEC. These forward-looking statements are based

on certain assumptions, including that none of the risks identified above materialize; that there are no unforeseen changes to economic

and market conditions, and that no significant events occur outside the ordinary course of business. Additional information concerning

these and other factors that may impact such forward-looking statements can be found in filings and potential filings by IQM, RAAQ or

the combined company resulting from the proposed Transaction with the SEC, including under the heading “Risk Factors.” If

any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these

forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of IQM’s and RAAQ’s

management as of the date of this Current Report; subsequent events and developments may cause their assessments to change. While IQM

and RAAQ may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to

do so, unless required by applicable securities laws. Accordingly, undue reliance should not be placed upon these statements.

In addition, statements that

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

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

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

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

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

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

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

No Offer or Solicitation

This Current Report does not

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

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

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

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

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

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

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

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

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

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release, dated June 12, 2026.

104

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

SIGNATURE

Pursuant to the requirements

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

duly authorized.

Dated: June 12, 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 JUNE 12, 2026

EX-99.1

Filename: ea029467501ex99-1.htm · Sequence: 2

Exhibit 99.1

IQM Appoints Barbara Venneman, Vanguard Board

Director and Former Global Head of Deloitte Digital, to its Board of Directors

Venneman brings more than 30 years of digital

transformation, AI, and enterprise technology experience as IQM prepares for its planned Nasdaq listing

ESPOO, Finland – (BUSINESS WIRE)

– IQM Quantum Computers, the global leader in superconducting quantum computers, today announced the appointment of Barbara Venneman

to its Board of Directors. Venneman deepens the Board’s expertise in digital transformation, enterprise technology commercialization,

and global business scaling as IQM expands its commercial footprint worldwide. Additionally, CEO and Co-founder Jan Goetz will replace

Co-founder Juha Vartiainen as the Founder representative on the IQM Board.

Ms. Venneman joins the IQM Board of Directors

following a distinguished career at the intersection of advanced technology, strategy, and business transformation. She most recently

served as Global Head of Deloitte Digital and previously held senior global leadership roles, including Global Chief Growth Officer and

Global Marketing, Sales & Service Leader. She has also cultivated strategic partnerships across leading technology companies and innovation

ecosystems, accelerating growth and the adoption of emerging technologies. With more than three decades of experience advising global

enterprises on technology-enabled transformation, Ms. Venneman brings deep expertise in digital innovation, go-to-market strategy, ecosystem

development, and scaling technology adoption worldwide.

“Barbara’s track record of scaling

global technology businesses and guiding enterprises through transformative change makes her an exceptional addition to our Board as we

prepare to enter the public markets and scale our commercial presence in the U.S. and globally,” said Sierk Poetting, Chairman of

IQM’s Board of Directors. “As we accelerate our path toward fault-tolerant quantum computing, her experience in enterprise

technology commercialization, AI, and governance will be invaluable. I also want to thank Juha for his dedication and contribution as

Founder representative on the Board.”

IQM builds quantum computers from the ground up,

owning the full stack from chip design and fabrication through system assembly, software, and cloud platform. This vertical integration

gives IQM direct control over its innovation cycles and lets customers choose how they deploy: on-premises with full ownership of the

infrastructure, or via cloud access. The result is an open-architecture platform designed to accelerate quantum adoption and help enterprise

and research ecosystems form around it.

“IQM has established itself as a leader

in the emerging quantum computing market through a combination of technological excellence, customer focus, and execution. What attracted

me to the company is its commitment to building a scalable and accessible quantum ecosystem that aligns with the needs of enterprises

today while preparing them for the opportunities of tomorrow. As quantum computing moves from research to real-world application, IQM

is exceptionally well positioned to create lasting value for customers, shareholders, and society. I look forward to supporting the company’s

continued growth and strategic ambitions,” said Barbara Venneman.

Ms. Venneman currently serves as a member of the

board of advisors of Decagon.AI, an enterprise AI software company, and as a member of the board of directors of Vanguard, one of the

world’s largest investment management companies. She previously served on the board of directors of Reality Changers, a nonprofit

organization dedicated to helping first-generation students succeed in higher education. Ms. Venneman holds a Master of Business Administration

degree from McGill University and a Bachelor of Science degree in Computer Science from the Université de Montréal.

IQM recently announced

increased commitments to its PIPE, driven by upsized investor demand ahead of its planned Nasdaq listing through a merger with Real Asset

Acquisition Corp. (Nasdaq: RAAQ). The registration statement on Form F-4 relating to the business combination has been declared

effective.

About IQM Quantum Computers

IQM Quantum Computers is a global leader in superconducting

quantum computers, delivering full-stack quantum computers and cloud platform access to research institutions, universities, high-performance

computing centers, national laboratories and enterprises worldwide. IQM’s on-premises deployment model gives customers direct ownership

and control of their quantum infrastructure. Founded in 2018, headquartered in Finland with major operations in Munich, it has over 400

employees. IQM operates across Europe, Asia, and North America. IQM filed an F-4 registration statement with the SEC, which has since

been declared effective, with the intention to become the first publicly listed European quantum company on Nasdaq Global Exchange in

the U.S. by merging with Real Asset Acquisition Corp. (Nasdaq: RAAQ).

Contacts

Media contact:

Michael Bruce

PR Manager

press@iqm.tech

Investor contact:

Blair Robertson

VP, Strategy

ir@iqm.tech

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 425

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