Real Asset Acquisition Corp.

false 0002052161 00-0000000 0002052161 2026-06-02 2026-06-02 0002052161 RAAQ:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember 2026-06-02 2026-06-02 0002052161 RAAQ:ClassOrdinarySharesParValue0.0001PerShareMember 2026-06-02 2026-06-02 0002052161 RAAQ:RedeemableWarrantsEachWholeRedeemableWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-06-02 2026-06-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 2, 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”). On June 2, 2026, IQM and RAAQ issued a joint press release (the “Press Release”) announcing an additional USD 12 million in private investment in public equity (“PIPE”) commitment from Ilmarinen, Finland’s largest private earnings-related pension insurance company, bringing total PIPE commitments to over USD 146 million, in connection with the Transaction. 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 publicly filed with the SEC a registration statement on Form F-4 (the “Registration Statement”), which includes 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, contains 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 the Registration Statement, including the preliminary proxy statement/prospectus contained therein, and, when available, 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 is set forth in the Registration Statement, including the proxy statement/prospectus contained therein, that has been 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 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 Tr