8-K: IQM Quantum Computers to Go Public via RAAQ SPAC Merger

IQM Finland Oy, a global leader in superconducting quantum computers, will become a publicly traded company through a definitive business combination agreement with Real Asset Acquisition Corp., valuing IQM at approximately $1.8 billion pre-money equity.

Summary

• Real Asset Acquisition Corp. (RAAQ) and IQM Finland Oy (IQM) have entered into a definitive business combination agreement, which will result in IQM becoming a public company and listing American Depositary Shares (ADSs) on a leading U.S. stock exchange.
• The transaction values IQM at a pre-money equity valuation of approximately $1.8 billion.
• Following the completion of the transaction, IQM's cash on its balance sheet is expected to exceed $450 million.
• This cash position includes approximately $175 million from RAAQ's trust account (assuming no redemptions), approximately $134 million from a PIPE financing at $10.00 per share, expected $24 million from the cash exercise of outstanding IQM warrants, and IQM's existing cash of $172 million (unaudited as of year-end 2025), less expected transaction expenses of $25 million.
• IQM reported unaudited 2025 revenue of at least $35 million and over $100 million in bookings/visibility as of year-end 2025.
• The merger involves an internal capital restructuring of IQM, followed by RAAQ merging into IQM US LLC (Merger Sub), with Merger Sub surviving as an indirect wholly-owned subsidiary of IQM.
• RAAQ's Class B ordinary shares will convert to Class A ordinary shares, and RAAQ units will separate into Class A ordinary shares and warrants, which will then be exchanged for IQM ADSs and IQM warrants, respectively.
• The Sponsor (RAAQ Sponsor LLC) has agreed to forfeit 1,375,000 RAAQ Class B Ordinary Shares and up to 3,725,000 RAAQ Warrants, with the number of warrants forfeited dependent on remaining trust fund proceeds at closing.
• All material IQM shareholders have committed to a customary lock-up agreement at the close of this transaction, and existing IQM shareholders will not sell any shares or receive cash consideration as part of the transaction.
• The transaction is subject to RAAQ and IQM shareholder approvals, effectiveness of the Registration Statement on Form F-4, Nasdaq listing approval for IQM ADSs, and the Aggregate Transaction Proceeds being equal to or greater than $150,000,000.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive development, reflecting IQM's strong market position, significant funding, and clear path to commercialization in a high-growth, albeit high-risk, industry. The substantial cash infusion and strategic integrations are key drivers of this sentiment.

Positives

• IQM is positioned as a global commercial leader in quantum computing, having sold 21 systems to 13 customers, including 4 out of the top 10 supercomputing centers globally.
• The company has delivered 15 systems (the largest number publicly disclosed by selected quantum companies) and built over 30 computers, demonstrating a proven track record of operational delivery.
• IQM operates a vertically integrated business model with its own chip factory and quantum data center, accelerating innovation cycles and enabling best-in-class quantum computing.
• The transaction is expected to provide IQM with over $450 million in cash at closing, offering significant runway for continued technology and commercial development.
• IQM reported strong financial momentum with at least $35 million in unaudited 2025 revenue and over $100 million in bookings/visibility as of year-end 2025.
• Technical successes include achieving greater than 99.9% fidelity for single-qubit and two-qubit gates and readouts in their processors, with a roadmap to deliver the next-generation Halocene system.
• IQM has strong commercial integrations with high-performance computing and enterprise platforms like NVIDIA, Hewlett Packard Enterprise, AWS, Toyo Corporation, and Bechtle AG.
• The company is recognized and supported by EU Quantum Initiatives, the United States, Finland, Germany, Italy, Poland, France, Japan, Korea, and Taiwan, underscoring its strategic importance and technical maturity.
• IQM is the largest quantum company headquartered in Europe, with a diverse talent base of over 300 employees from 50+ nationalities, including 120+ quantum experts with PhDs.

Risks

• The quantum technology industry is in its early stages and volatile, and if it does not develop as expected, or if IQM's solutions do not drive commercial engagement, business growth could be harmed.
• IQM is pursuing an emerging technology that faces significant technical challenges and may not achieve commercialization or market acceptance.
• The company has a history of net losses and a limited operating history, with future financial performance, capital requirements, and unit economics being uncertain.
• Dependence on a number of critical suppliers and potential supply chain issues could delay product introduction or disrupt the supplier base.
• Inability to maintain current strategic partnerships or develop future collaborative partnerships could negatively impact growth.
• There is no assurance that the anticipated $134 million in PIPE financing will be raised, or that the total funds will be sufficient to consummate the Business Combination or for the combined company's use.
• The issuance of securities in connection with the Private Placement will dilute the voting power of the combined company's shareholders.
• If a significant number of RAAQ's common stock shares are redeemed, the combined company's share ownership will be highly concentrated, potentially reducing public float and depressing market price.
• The consummation of the Business Combination is subject to various conditions, and if not satisfied or waived, the agreement may be terminated.
• The ability to successfully effect the Business Combination and operate the combined business depends heavily on certain key personnel, and the loss of such personnel could negatively impact operations.
• There is no assurance that the combined company's securities will be approved for listing on the chosen stock exchanges or that it will comply with continued listing standards.
• Some of RAAQ's officers and directors may have conflicts of interest that could influence their support for the Business Combination.
• Legal proceedings in connection with the Business Combination, with uncertain outcomes, could delay or prevent its completion.
• Changes in laws or regulations, or failure to comply, may adversely affect the combined company's business and ability to consummate the Business Combination.

Future Outlook

IQM aims to accelerate its technology and commercial development towards fault-tolerant quantum computing, further advancing its position as a leading provider. The company plans to deliver broad commercialization with the release of its next-generation system, Halocene. There is also consideration for a dual listing of IQM's ordinary shares on the Helsinki stock exchange following the U.S. transaction. The company expects to continue R&D, talent attraction, infrastructure investment, and potential M&A to achieve quantum advantage.

Management Comments

• Jan Goetz, Co-Founder and CEO of IQM: "We built IQM from the beginning for one purpose – to put working quantum computers in the hands of the people who will use them to solve real problems. Not someday. Now. Quantum computing is a science project no more. It is an industry where customers own, operate, and build on advanced quantum computers. That’s what IQM makes possible."
• Peter Ort, CEO and Co-Chairman of Real Asset Acquisition Corp.: "IQM has built and delivered more on-premises quantum systems than any other competitor – to some of the most demanding research institutions on earth. This transaction will accelerate the growth of a company that has already earned its position in the field, with real customers, running real quantum systems, today."
• Sierk Poetting, Chairman of IQM's Board of Directors: "Going public is not a change of direction but is rather an acceleration. The board stands fully behind IQM’s mission and goals to make quantum infrastructure as foundational and accessible as classical computing."
• Jan Goetz, CEO & Co-Founder, IQM: "It is part of our strategy to establish a Quantum Airbus initiative where several countries and a strong industry player collaborate closely to create a globally leading quantum computing company."

Industry Context

StockSavvy.ai notes that this business combination positions IQM as a significant player in the rapidly evolving quantum computing industry, particularly as the first listed European quantum company. The industry is characterized by high capital intensity and significant R&D, with a projected economic value exceeding $1 trillion by 2040. IQM's focus on superconducting quantum computers, vertical integration, and on-premise system deliveries differentiates it in a competitive landscape that includes major players like IBM, D-Wave, Pasqal, Rigetti, IonQ, and Quantinuum. The emphasis on 'quantum-powered supercomputing' and integrations with HPC platforms like NVIDIA and AWS aligns with the industry trend of hybrid classical-quantum computing.

Comparison to Industry Standards

• IQM has sold 21 systems to 13 customers, including 4 out of the top 10 supercomputing centers globally, indicating strong commercial traction compared to peers like IBM, D-Wave, Pasqal, Rigetti, IonQ, OQC, Quandela, Anyon Systems, QuEra, Atom Computing, and Quantinuum.
• IQM has delivered 15 quantum computer systems, which is stated as the largest number publicly disclosed by selected quantum companies, suggesting a leading position in hardware deployment.
• The company's technical achievements, such as greater than 99.9% fidelity for single-qubit and two-qubit gates and readouts, are competitive within the superconducting qubit modality, which is highlighted for its higher gate speeds (<10 ns) compared to other modalities like spin qubits, cold atoms, and trapped ions (>1 ms).
• IQM's full-stack, open-architecture approach, including proprietary chip design, quantum chip fab, assembly line, and data center, provides a level of vertical integration that few competitors in the nascent quantum industry possess.
• The pre-money equity valuation of approximately $1.8 billion is presented as a 'substantial discount to public peers' (IONQ, QBTS, RGTI), suggesting a potentially attractive entry point for investors relative to current market valuations of other publicly traded quantum companies.
• IQM's $35M+ unaudited 2025 revenue and $100M+ bookings/visibility demonstrate a more advanced revenue generation stage compared to many early-stage quantum companies that are primarily R&D focused.

Corporate Governance

Related Party Transactions

• RAAQ Sponsor LLC (the Sponsor) and certain directors, officers, and advisors of RAAQ (RAAQ Insiders) entered into a Sponsor Support Agreement, agreeing to vote in favor of the transactions, waive anti-dilution rights, and be subject to transfer restrictions on IQM ADSs and warrants.
• The Sponsor agreed to forfeit 1,375,000 RAAQ Class B Ordinary Shares and up to 3,725,000 RAAQ Warrants for no consideration, effective upon Closing, with the number of warrants forfeited dependent on remaining trust fund proceeds.
• Certain IQM shareholders entered into shareholder lock-up agreements, restricting transfers of IQM shares until the Closing and for a period post-closing, subject to exceptions.
• Certain IQM shareholders also entered into shareholder voting and support agreements, committing to vote their shares in favor of the IQM Shareholders Approval.
• PIPE Subscription Agreements were entered into with institutional and other accredited investors, including certain RAAQ Insiders, to purchase approximately 13.4 million IQM ADSs for $10.00 per ADS, totaling approximately $134 million.

Stakeholder Impact

• **Shareholders (RAAQ Public)**: Will exchange RAAQ shares for IQM ADSs, gaining exposure to a leading quantum computing company. Subject to redemption risk, which could reduce the cash available to the combined entity.
• **Shareholders (IQM Existing)**: Will roll over 100% of their equity into the combined company and be subject to lock-up agreements, demonstrating long-term commitment. They will not receive cash consideration.
• **PIPE Investors**: Will acquire IQM ADSs at $10.00 per share, providing significant capital to the combined entity.
• **Employees**: The company plans for continued talent attraction and development, and a new equity incentive plan (LTIP) will be approved and adopted, potentially benefiting employees.
• **Customers**: IQM's enhanced cash position and accelerated R&D are expected to lead to continued innovation and delivery of advanced quantum computing systems, including the next-generation Halocene system.
• **Suppliers/Partners**: Continued reliance on and collaboration with strategic partners and suppliers is anticipated, with potential for expanded relationships due to growth and investment.
• **Regulatory Bodies**: The transaction involves significant SEC filings and Nasdaq listing approvals, ensuring regulatory oversight and compliance.

Next Steps

• IQM will effectuate certain internal capital restructuring steps (IQM Capital Restructuring) immediately prior to the merger effective time.
• RAAQ will merge with and into Merger Sub, with Merger Sub surviving as an indirect wholly-owned subsidiary of IQM.
• IQM will establish and sponsor an American depositary share facility with a depositary bank and file a registration statement on Form F-6 with the SEC for the issuance of IQM ADSs.
• IQM will allot and issue IQM Ordinary Shares to the Depositary Bank and instruct the bank to issue and distribute IQM ADSs to RAAQ shareholders.
• IQM will file a Registration Statement on Form F-4 with the SEC, including a proxy statement/prospectus for RAAQ shareholders.
• RAAQ will establish a record date for, call, and hold an extraordinary general meeting of its shareholders to approve the SPAC Transaction Proposals.
• IQM will solicit required approval of its shareholders for the Transactions within 30 calendar days via irrevocable unanimous written consent, or by April 30, 2026, via a shareholder meeting if unanimous consent is not obtained within 60 days.
• The company is considering a dual listing of its ordinary shares on the Helsinki stock exchange following the completion of this transaction.
• IQM plans continued R&D and innovation, talent attraction and development, infrastructure investment and expansion, and potential M&A for market consolidation.

Key Dates

Recommendation

IQM's business combination with RAAQ is a transformative event, providing substantial capital (over $450 million expected cash at closing) to fuel its growth in the high-potential quantum computing sector. The company demonstrates strong operational momentum with a significant number of systems sold and delivered, robust revenue, and a clear pipeline. Its vertically integrated model and technical achievements, including high qubit fidelity, position it favorably against competitors. While quantum computing is an emerging and inherently risky field, IQM's established commercial leadership, strategic partnerships, and the valuation at a discount to public peers present a compelling long-term investment opportunity for investors with a high-risk tolerance. The commitment of existing IQM shareholders to roll over 100% of their equity and the significant PIPE investment further underscore confidence in the company's future.

Keywords

Quantum Computing, SPAC Merger, IQM Finland Oy, Real Asset Acquisition Corp., Superconducting Quantum Computers, PIPE Financing, Nasdaq Listing, Technology Commercialization, Quantum Hardware, Quantum Software, Deep Tech, High-Performance Computing, Risk Factors, SEC Filing