Real Asset Acquisition Corp

1. 1

   Business Combination Proposal

   ManagementBoard: FOR

   Approve and authorize, by ordinary resolution, the Business Combination Agreement dated February 22, 2026 among RAAQ, IQM, Merger Sub and ECLIPSE QC S.à r.l., including the IQM Capital Restructuring and the subsequent merger under which RAAQ will merge with and into Merger Sub and RAAQ Class A Ordinary Shares will be exchanged for IQM ADSs and RAAQ Warrants assumed by IQM.

   More detail

   This proposal asks RAAQ shareholders to approve and authorize, by ordinary resolution, the Business Combination Agreement dated February 22, 2026 among RAAQ, IQM, Merger Sub and ECLIPSE QC S.à r.l., which contemplates several pre-closing IQM internal capital restructuring steps and the immediate merger of RAAQ with and into Merger Sub with Merger Sub surviving as an indirect wholly owned subsidiary of IQM. Management seeks shareholder approval because shareholder consent is a legal and contractual closing condition to effecting the business combination and to enable the exchange mechanics by which each RAAQ Class A Ordinary Share will be cancelled and exchanged for the right to receive one IQM ADS and RAAQ Warrants will be assumed and converted into IQM Warrants. The Business Combination is cross‑conditioned with the Merger Proposal (a special resolution) and subject to customary closing conditions including minimum cash proceeds, regulatory filings, the effectiveness of the proxy/registration statement and Nasdaq listing approval for the IQM ADSs, so shareholder approval is necessary to advance the transaction. The Board’s public justification emphasizes IQM’s position as a leading full‑stack quantum computing company, its operational deliveries, experienced management and the long‑term market opportunity presented by quantum computing, which the Board concluded outweighed identified risks. Material governance context includes that the Sponsor and certain insiders hold approximately 25% of RAAQ and have agreed to vote in favor of the Business Combination and have waived redemption rights, creating potential conflicts of interest the Board considered when forming its recommendation. Financially, the combination will result in dilution to RAAQ public shareholders and a change in capital structure (ADS mechanics, assumed warrants, lock‑ups and registration rights) and the Board noted IQM’s historical losses and limited operating history as significant risks. The proposal is central to effecting the transaction and, if not approved, the related Merger Proposal will not be presented and the Business Combination cannot close; the Board therefore recommends voting FOR to enable the strategic combination while disclosing the risks and conflicts to shareholders.

2. 2

   Merger Proposal

   ManagementBoard: FOR

   Approve, by special resolution, the Merger and the Plan of Merger (substantially in the form attached as Annex B), pursuant to which RAAQ will merge with and into IQM US LLC (Merger Sub) with Merger Sub surviving the Merger as an indirect wholly owned subsidiary of IQM.

   More detail

   This proposal asks shareholders to approve, by special resolution (requiring at least a two‑thirds vote), the Merger and the Plan of Merger attached as Annex B, a legal instrument that effects the statutory merger of RAAQ into Merger Sub with Merger Sub surviving as a subsidiary of IQM. Management is seeking this approval because the Plan of Merger is the operative legal mechanism that consummates the structural component of the Business Combination — it implements the conversion, exchange and transfer mechanics whereby RAAQ’s public securities are exchanged for IQM ADSs and IQM assumes RAAQ warrants — and is therefore required by Cayman and Delaware corporate law to complete the transaction. The Merger Proposal is cross‑conditioned with the Business Combination Proposal (each is a condition precedent to the other), and its approval triggers statutory filings and steps under Cayman and Delaware law; the proxy includes the Plan of Merger as Annex B for shareholder review. The RAAQ Board unanimously recommends FOR, reiterating their view that the combined entity will capture an attractive market opportunity given IQM’s technology and commercial positioning, while also acknowledging risks including potential dilution, IQM’s historical losses and limited operating history. From a governance perspective, the Merger requires a higher vote threshold and is therefore the more difficult procedural hurdle; the filing notes that Sponsor and insiders’ voting commitments and presence at the meeting materially affect the likelihood of approval. The transaction will change the company’s capital structure and listing status — RAAQ securities will be delisted and IQM ADSs and warrants will be listed subject to Nasdaq approval — and shareholders should weigh these structural and regulatory implications alongside the strategic rationale. The Board’s recommendation is grounded in its assessment of IQM’s business prospects balanced against the transaction and regulatory conditions required to close.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Adopt an ordinary resolution authorizing the chairman to adjourn the extraordinary general meeting to a later date(s), if necessary or convenient, to permit further solicitation of proxies, to allow satisfaction or waiver of closing conditions, or to facilitate the Business Combination, the Merger or related transactions.

   More detail

   This proposal asks shareholders to authorize, by ordinary resolution, the chairman of the extraordinary general meeting to adjourn the meeting to a later date or dates to permit additional solicitation of proxies, to allow time to satisfy or waive closing conditions, or otherwise to facilitate completion of the Business Combination and related transactions. Management seeks this authority as a routine but practically important governance tool: because the Business Combination and Merger are cross‑conditioned on shareholder approvals and other closing conditions, an adjournment can be necessary to obtain the required vote counts or to address outstanding closing items without declaring the transaction failed. The Adjournment Proposal is not conditioned on the approval of any other proposal and requires only a simple majority to pass, giving the Board a tactical mechanism to extend the solicitation window if needed. The proxy materials make clear that, absent approval of the Business Combination Proposal, the Merger Proposal will not be presented, so adjournment authority primarily functions as a fallback to maximize the chance of satisfying those condition‑precedent proposals. While the adjournment power is standard, it can extend the timeline for shareholders, affect the timing of redemption rights and (to the extent insiders purchase shares to influence outcomes) could influence perceived fairness; the materials disclose insiders’ voting commitments and potential purchases. The Board recommends FOR because it views adjournment authority as necessary to avoid premature termination of the transaction for technical or timing reasons and to protect the prospect of closing if supplemental solicitations are required. Shareholders should weigh the procedural benefits of adjournment flexibility against the possibility of extended uncertainty and any potential conflicts arising from insider actions taken during any adjournment period.

Upcoming shareholder meetings at Real Asset Acquisition Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Real Asset Acquisition Corp 2026 special meeting?

Real Asset Acquisition Corp (RAAQ) holds its 2026 special shareholder meeting on Thursday, June 25, 2026.

What is the record date for the Real Asset Acquisition Corp 2026 meeting?

The record date for the Real Asset Acquisition Corp 2026 meeting is Wednesday, June 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Real Asset Acquisition Corp's 2026 meeting?

The board is presenting 6 director nominees at the Real Asset Acquisition Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Real Asset Acquisition Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Real Asset Acquisition Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.