Current Report · Items 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 · 8-K
Real Asset Acquisition Corp.
Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 1.01 Entry into a Material Definitive Agreement. Registration Rights Agreement On the Closing Date, the Sponsor, the SPAC Insiders and IQM entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which IQM granted the SPAC Insiders registration rights and committed to use its commercially reasonable efforts to file a resale shelf registration statement o…
Filed Jul 8, 2026Accepted Jul 8, 2026, 5:20 PM EDTCIK 2052161Accession 0001213900-26-076453
Company context
We are a special purpose acquisition company incorporated on December 9, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
Historical securities (3)
Registered securities in this filing
Real Asset Acquisition Corp. · 8-K · Filed 2026-07-08
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
- Exchange
- NASDAQ
- Classification
- UNIT
- Status
- Historical · closed Jul 1, 2026
Filing context
Context: From2026-07-012026-07-01_custom_UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember
Dimensions: us-gaap:StatementClassOfStockAxis
Class A Ordinary Shares, par value $0.0001 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Historical · closed Jul 1, 2026
Filing context
Context: From2026-07-012026-07-01_custom_ClassOrdinarySharesParValue0.0001PerShareMember
Dimensions: us-gaap:StatementClassOfStockAxis
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
- Exchange
- NASDAQ
- Classification
- WARRANT
- Status
- Historical · closed Jul 1, 2026
Filing context
Context: From2026-07-012026-07-01_custom_WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member
Dimensions: us-gaap:StatementClassOfStockAxis
Accession 000121390026076453 · 3 registered-security cover members
Read the exact SEC filing ↗Disclosure sections
Items 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into
a Material Definitive Agreement.
Registration Rights Agreement
On the Closing Date,
the Sponsor, the SPAC Insiders and IQM entered into a registration rights agreement (the “Registration Rights
Agreement”), pursuant to which IQM granted the SPAC Insiders registration rights and committed to use its commercially
reasonable efforts to file a resale shelf registration statement on Form F-1 within 30 calendar days following the Closing Date.
The foregoing description
of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the
Registration Rights Agreement, the form of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Warrant Assignment, Assumption and Amendment
Agreement
On the Closing Date, IQM,
RAAQ, Lucky Lucko, Inc. d/b/a Efficiency (“Efficiency”), Computershare Inc. (“Computershare”) and Computershare
Trust Company N.A. (collectively with Computershare, the “Warrant Agent”) entered into a warrant assignment, assumption and
amendment agreement (the “Warrant Assignment Agreement”), pursuant to which RAAQ assigned to IQM, and IQM assumed, all of
RAAQ’s rights, interests and obligations under the Warrant Agreement dated April 28, 2025, by and between RAAQ and Efficiency (the
“RAAQ Warrant Agreement”), and the terms and conditions of the RAAQ Warrant Agreement were amended and restated to, among
other things, reflect the assumption of the RAAQ Warrants by IQM as described therein.
The foregoing description
of the Warrant Assignment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the
Warrant Assignment Agreement, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01Item 3.01 - Notice of Delisting
Item 3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security
Holders.
On
July 1, 2026, in connection with the consummation of the Business Combination, RAAQ notified Nasdaq that the Business Combination had
become effective and requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 to notify the SEC that the RAAQ Class A Ordinary
Shares, RAAQ Public Warrants and RAAQ Units (collectively, the “RAAQ Securities”) were to be delisted and deregistered under
Section 12(b) of the Exchange Act. As a result of the Business Combination having become effective, Nasdaq determined to permanently suspend
trading of the RAAQ Securities prior to the opening of trading on July 2, 2026. The deregistration will become effective 10 days from
the filing of the Form 25, which occurred on July 1, 2026. RAAQ intends to file a Form 15 with the SEC in order to complete the deregistration
of the RAAQ Securities under the Exchange Act.
Item 3.03 Material
Modifications to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the disclosure set forth in the Introductory Note, Item 2.01 and Item 3.01 above and Item
5.01 below of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01 Changes
in Control of Registrant.
To
the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of this Current Report on
Form 8-K is incorporated by reference in this Item 5.01.
As
a result of the consummation of the Business Combination, a change in control of RAAQ occurred. At the Merger Effective Time, all the
property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub and RAAQ became
the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Merger Sub, which
included the assumption by the Merger Sub of any and all agreements, covenants, duties and obligations of Merger Sub and RAAQ set forth
in the Business Combination Agreement to be performed after the Merger Effective Time.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03 Material
Modifications to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the disclosure set forth in the Introductory Note, Item 2.01 and Item 3.01 above and Item
5.01 below of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01Item 5.01 - Changes in Control
Item 5.01 Changes
in Control of Registrant.
To
the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of this Current Report on
Form 8-K is incorporated by reference in this Item 5.01.
As
a result of the consummation of the Business Combination, a change in control of RAAQ occurred. At the Merger Effective Time, all the
property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub and RAAQ became
the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Merger Sub, which
included the assumption by the Merger Sub of any and all agreements, covenants, duties and obligations of Merger Sub and RAAQ set forth
in the Business Combination Agreement to be performed after the Merger Effective Time.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In
accordance with the Business Combination Agreement, RAAQ merged with and into Merger Sub and upon the Merger Effective Time, RAAQ ceased
to exist and each of RAAQ’s officers and directors forthwith ceased to serve as an officer or director of RAAQ. Effective as of
the Merger Effective Time, each of Robert Neal, Mark Smith and Eduardo Munemori ceased to be a director of RAAQ, and Peter Ort resigned
as Chief Executive Officer and Co-Chairman and Jeff Tuder resigned as Chief Financial Officer and Co-Chairman. These resignations were
not due to any disagreement between RAAQ and the officers and directors on any matter relating to RAAQ’s operation, policies and
practice. Mr. Tuder will serve as a director of IQM.