0001193125-26-255796 | F-4/A | XBRL Viewer

S-K 1604(a)(3) De-SPAC Forepart, Compensation	Jun. 03, 2026 USD ($) $ / shares shares
Founder Shares [Member]
De-SPAC Forepart, Sponsor Compensation [Line Items]
De-SPAC Forepart, Securities Issued or To Be Issued, Shares \| shares	5,750,000
De-SPAC Forepart, Price Paid or to be Paid for Securities, Per Share \| $ / shares	$ 0.004
De-SPAC Forepart, Price Paid or to be Paid for Securities, Total Amount \| $	$ 25,000
Warrants [Member]
De-SPAC Forepart, Sponsor Compensation [Line Items]
De-SPAC Forepart, Securities Issued or To Be Issued, Shares \| shares	3,725,000
De-SPAC Forepart, Price Paid or to be Paid for Securities, Per Share \| $ / shares	$ 1
De-SPAC Forepart, Price Paid or to be Paid for Securities, Total Amount \| $	$ 3,725,000

S-K 1604, De-SPAC Transaction

Jun. 03, 2026

De-SPAC Transactions, Forepart [Line Items]

De-SPAC Forepart, Board Determination [Text Block]

TO THE SHAREHOLDERS OF REAL ASSET ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Real Asset Acquisition Corp. (“RAAQ”), a Cayman Islands exempted company, will be held at , Eastern Time, at on , 2026 (the “extraordinary general meeting”). You are also cordially invited to attend and participate in the extraordinary general meeting online by visiting

https://

____

or in person at the offices of Perkins Coie LLP, located at 1155 Avenue of the Americas, New York, New York 10036. The extraordinary general meeting will be held for the following purposes:

Proposal

One

— The Business Combination Proposal — to consider and vote upon a proposal (the “Business Combination Proposal”) to approve and authorize, by ordinary resolution, the Business Combination Agreement, dated as of February 22, 2026, by and among RAAQ, IQM Finland Oy (“IQM”), IQM US LLC (“Merger Sub”) and ECLIPSE QC S.à r.l., a copy of which is included as

Annex A

to the accompanying proxy statement/prospectus, pursuant to which, among other things, (i) IQM will effectuate certain internal capital restructuring steps (the “IQM Capital Restructuring”) immediately prior to the effective time of the Merger (as defined below), and (ii) promptly thereafter, RAAQ will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as an indirect wholly owned subsidiary of IQM (collectively, the “Business Combination”);

Proposal

Two

— The Merger Proposal — to consider and vote upon a proposal (the “Merger Proposal”) to approve, by special resolution, the Merger and the Plan of Merger, substantially in the form attached to this proxy statement/prospectus as

Annex B

;

Proposal

Three

— The Adjournment Proposal — to consider and vote upon a proposal (the “Adjournment Proposal”) to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if RAAQ determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Business Combination, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

De-SPAC Forepart, Sponsor Compensation, Material Dilution [Flag]

true

De-SPAC Transactions, Prospectus Summary [Line Items]

De-SPAC Prospectus Summary [Text Block]

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the principal legal document that governs the Business Combination and the other transactions that shall be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section titled “Proposal One — The Business Combination Proposal — The Business Combination Agreement.

De-SPAC, Background, Prospectus Summary [Text Block]

The Business Combination Proposal

The Business Combination Agreement

The RAAQ shareholders will vote upon a proposal to approve and authorize, by ordinary resolution, the Business Com

bin

ation Agreement, dated as of February 22, 2026, by and among RAAQ, IQM, Merger Sub and LuxCo (the “Business Combination Agreement”), a copy of which is attached to this proxy statement/prospectus as

Annex

, and the transactions contemplated therein. The Business Combination Agreement provides that (i) IQM will effectuate certain internal capital restructuring steps (the “IQM Capital Restructuring”) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), and (ii) promptly thereafter, RAAQ will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as an indirect wholly owned subsidiary of IQM.

In connection with the Merger:

(i)

immediately prior to the Merger Effective Time, all issued and outstanding RAAQ Class B Ordinary Shares other than those subject to the Sponsor Forfeiture (as described below) will automatically be converted, on a

one-for-one

basis, into RAAQ Class A Ordinary Shares, in accordance with the terms of the Cayman Constitutional Documents;

(ii)

each issued and outstanding unit of RAAQ immediately prior to the Merger Effective Time will be automatically separated (the “Unit Separation”) into its components of one RAAQ Class A Ordinary Share and

one-half

of one warrant to purchase one RAAQ Class A Ordinary Share at a price of $11.50 per share (the “RAAQ Public Warrants”);

(iii)

immediately following the Unit Separation and the IQM Capital Restructuring, each RAAQ Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (including those issued in connection with the RAAQ Class B Conversion) will automatically be cancelled in exchange for the right to receive one IQM ADS, with each IQM ADS representing one IQM Share (such IQM ADSs, the “Merger Consideration”); and

(iv)

each RAAQ Warrant outstanding immediately prior to the Merger Effective Time will be assumed by IQM and become an IQM Warrant.

Prior to the Merger Effective Time, IQM will establish and sponsor an ADS facility with the Depositary and cause a registration statement on Form

F-6

to be filed with the SEC for the issuance of the IQM ADSs.

Prior to the Merger Effective Time, IQM will appoint an exchange agent reasonably acceptable to RAAQ and enter into an exchange agent agreement to facilitate (i) the exchange of RAAQ Ordinary Shares for the Merger Consideration in accordance with the Plan of Merger, Certificate of Merger, and the Business Combination Agreement, and (ii) the delivery of the Merger Consideration to RAAQ shareholders.

At or prior to the Merger Effective Time, IQM will (i) allot and issue to the Depositary (or its custodian) such number of IQM Shares as are necessary to deliver the IQM ADSs constituting the Merger Consideration to the shareholders of RAAQ entitled thereto, and (ii) instruct the Depositary to issue and distribute the IQM ADSs to the shareholders of RAAQ entitled thereto, in each case in accordance with the Business Combination Agreement. Additionally, after the Closing, IQM will allot and issue IQM Shares for deposit with the Depositary for delivery as ADSs upon exercise of IQM Warrants by the holders thereof. For more information, see the section of this proxy statement/prospectus titled “

Proposal One — The Business Combination Proposal

.”

Conditions Precedent to Consummate the Business Combination

The obligations of the parties to consummate the Transactions are subject to satisfaction or waiver of certain closing conditions of the respective parties, including, among others: (i) the Aggregate Transaction Proceeds (as defined in the Business Combination Agreement) being equal to or greater than $150,000,000 (the “Minimum Cash Condition”); (ii) receipt of the required approval by the shareholders of RAAQ (the “RAAQ Shareholders’ Approval”); (iii) receipt of the IQM Shareholders’ Approval; (iv) effectiveness of the Registration Statement under the Securities Act and the absence of any stop order issued by the SEC which remains in effect with respect to the Registration Statement; (v) the approval for listing of the IQM ADSs to be issued in connection with the Transactions on The Nasdaq Stock Market LLC, subject only to official notice of issuance thereof; and (vi) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Transactions.

For details of conditions to which the obligations of RAAQ and IQM to consummate the Business Combination are subject, see “

The Business Combination Agreement — Conditions Precedent to Consummate the Business Combination

.”

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Merger Effective Time, including, among others: (i) by mutual written consent of IQM and RAAQ; (ii) by IQM or RAAQ if any law or governmental order is in effect that has become final and

non-appealable

and has the effect of making the consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; (iii) if the RAAQ Shareholders’ Approval or the IQM Shareholders’ Approval has not been obtained; and (iv) by IQM or RAAQ upon a breach of or failure to perform any representations, warranties, covenants or other agreements set forth in the Business Combination Agreement by the other party if such breach gives rise to a failure of certain closing conditions to be satisfied and cannot or has not been cured.

For details of circumstances under which RAAQ or IQM may elect to terminate the Business Combination Agreement, see “

The Business Combination Agreement — Termination

.”

Agreements Entered into in Connection with the Business Combination

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, RAAQ, IQM and the RAAQ Insiders entered into the Sponsor Support Agreement, pursuant to which, each RAAQ Insider, among other things, (i) agreed to, if a meeting is held, appear at such meeting or otherwise cause any RAAQ Ordinary Shares held by such RAAQ Insider to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted the RAAQ Ordinary Shares held by such RAAQ Insider in favor of the RAAQ Shareholders’ Approval or, if there are insufficient votes, in favor of adjournment. Each of the RAAQ Insiders also agreed, subject to the exceptions set forth in the Sponsor Support Agreement, to subject to certain transfer restrictions (i) 70% of IQM ADSs held by such RAAQ Insider immediately after the Merger Effective Time, for a period starting on the Closing Date and ending on the earliest to occur of (a) one year after the Closing Date and (b) subsequent to the Closing, (x) the date on which the last sale of IQM ADSs equals or exceeds $12.00 per IQM ADS (as adjusted for share

sub-divisions,

share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period commencing at least 150 days after the Closing Date and (y) the date on which IQM completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in IQM’s shareholders having the right to exchange their IQM Shares for cash, securities or other property, and (ii) all IQM Warrants and any IQM Shares issued upon exercise of such warrants held by such RAAQ Insider immediately after the Merger Effective Time for 30 days after the Closing Date.

In addition, the Sponsor agreed to, effective as of and conditioned upon the Closing, forfeit for no consideration (i) 1,375,000 RAAQ Class B Ordinary Shares, and (ii) up to 3,725,000 RAAQ Warrants held by the Sponsor, with the number of warrants forfeited determined based on the amount of remaining trust fund proceeds at Closing, such that (x) if remaining trust fund proceeds are less than or equal to $100,000,000, all such warrants are forfeited, and (y) if remaining trust fund proceeds exceed $100,000,000, the Sponsor retains a number of such warrants equal to 3,725,000 multiplied by a fraction, the numerator of which is the remaining trust fund proceeds and the denominator of which is $175,000,000 (the “Sponsor Forfeiture”).

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is included as

Annex D

to this proxy statement/prospectus and the terms of which are incorporated by reference herein.

IQM

Shareholder Lock-up Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, IQM, RA

and certain shareholders of IQM entered into shareholder

lock-up

agreements (each, an “IQM Shareholder

Lock-up

Agreement”), pursuant to which each such shareholder of IQM agreed, among other things, (a) during the period beginning on the date of the IQM Shareholder Lock-up Agreement and ending upon the termination of the IQM

Shareholder Lock-up Agreement, not to Transfer (as defined in the IQM Shareholder Lockup Agreement) any shares of IQM currently held by it or received by it after the date of the IQM Shareholder Lock-up Agreement and during the term of the IQM Shareholder Lock-up Agreement (collectively, the “Subject Shares”); and (b) during the period beginning on the date of the IQM Shareholder Lock-up Agreement and ending on the earlier of (x) one year after the Closing and (y) subsequent to the Closing, (A) the date on which the last sale price of IQM ADSs equals or exceeds $12.00 per IQM ADS for 20 trading days within any 30 trading day period commencing at least 150 days after the Closing, or (B) the date on which IQM completes a liquidation, merger, share exchange, reorganization or other similar

change-of-control

transaction (such period, the “Lock-Up Period”), to subject any Subject Shares held by the shareholder or issued to the shareholder in connection with the Business Combination (including, as applicable, IQM ADSs), other than any Subject Shares issued to the shareholder in the PIPE Financing (the “Locked-Up Securities”) to certain transfer restrictions, in each case subject to customary permitted transfers.

The foregoing description of IQM Shareholder

Lock-up

Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of IQM Shareholder

Lock-up

Agreement, the form of which is included as

Annex E

to this proxy statement/prospectus and the terms of which are incorporated by reference herein.

IQM Shareholder Voting Support Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, IQM, RAAQ and certain shareholders of IQM entered into shareholder voting and support agreements (each, a “IQM Shareholder Voting Support Agreement”), pursuant to which each such shareholder of IQM agreed, among other things: (i) not to transfer any shares of IQM currently held by it or received by it in connection with IQM Capital Restructuring until the Closing, subject to customary exceptions; and (ii) at any meeting of IQM shareholders called to seek IQM Shareholders’ Approval, or in connection with any written consent of IQM shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement and the Transactions is sought, (a) if a meeting is held, to appear at such meeting or otherwise cause any shares of IQM held by such shareholder to be counted as present at such meeting for purposes of establishing a quorum, and (b) vote or cause to be voted the shares of IQM held by it in favor of the IQM Shareholders’ Approval or, if there are insufficient votes, in favor of adjournment.

The restrictions set forth in the IQM Shareholder Lock-Up Agreements shall not apply to transfer of the Subject Shares (a) pursuant to the IQM Shareholder Lock-up Agreement, (b) prior to the Closing, upon the consent of IQM and RAAQ, and following the Closing, upon the consent of the IQM Board, and (c) if the shareholder is an entity, by virtue of the shareholder’s organization documents upon liquidation or dissolution of the shareholder, so long as, in each case of clauses (a) through (c), the power to fulfill the shareholders’ obligations under the IQM Shareholder Lock-up Agreement and the Business Combination Agreement is not relinquished and prior to and as a condition to the effectiveness of any such transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to IQM and RAAQ prior to the Closing, and to the IQM Board following the Closing, agreeing to be bound by the IQM Shareholder Lock-up Agreement to the same extent as the shareholder was with respect to such transferred Subject Shares.

The restrictions set forth in the IQM Shareholder Lock-Up Agreements shall not apply to certain transfers of the Locked-Up Shares during the Lock-Up Period, including: transfers for estate planning purposes; transfers by

bona fide

gift, bequest, inheritance or operation of law; transfers upon dissolution or liquidation of an entity shareholder; pledges of Locked-Up Securities to financial institutions as security for

bona fide

loan transactions; transactions relating to IQM Shares or other securities convertible into or exercisable or exchangeable for IQM Shares acquired in open market transactions after the Closing; the exercise of options or warrants to purchase IQM Shares, provided that any IQM Shares received upon such exercise shall be subject to the terms of the IQM

Shareholder Lock-up Agreement; transfers to satisfy tax withholding obligations under IQM’s equity incentive arrangements; transfers to IQM from IQM employees upon death, disability or termination of employment, in each case, of such employee; the establishment of a trading plan complying with Rule 10b5-1(c) under the Exchange Act, provided no sales are made thereunder during the Lock-Up Period; transfers into any pro rata share buyback or redemption offer made by IQM on identical terms to all shareholders; and transfers made in connection with a post-closing merger, tender offer or similar transaction pursuant to which all of IQM’s shareholders may exchange their shares for cash, securities or other property. In each case where a transfer is made to a permitted transferee, the applicable transferee is required to enter into a written agreement agreeing to be bound by the lock-up restrictions for the remainder of the Lock-Up Period.

The foregoing description of IQM Shareholder Voting Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of IQM Shareholder Voting Support Agreement, the form of which is included as

Annex F

to this proxy statement/prospectus and the terms of which are incorporated by reference herein.

PIPE Subscription Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, and as supplemented by an additional commitment in June 2026, IQM entered into subscription agreements (each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”) with institutional and other accredited investors, including certain RAAQ Insiders (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, substantially concurrently with the Closing, an aggregate of approximately 14.6 million ordinary shares, including in the form of IQM ADSs (collectively, the “PIPE Shares”), for a purchase price of $10.00 per PIPE Share in a private placement, for an aggregate amount of approximately $146 million (the “PIPE Investment Amount”).

The issuance of the PIPE Shares pursuant to the PIPE Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. Pursuant to the PIPE Subscription Agreements, IQM agreed to file with the SEC (at IQM’s sole cost and expense), within 30 calendar days after the Closing Date, a registration statement registering the resale of the PIPE Shares, and to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof.

The foregoing description of the PIPE Subscription Agreements do not purport to be complete and is qualified in its entirety by the terms and conditions of the PIPE Subscription Agreements, the forms of which is included as

Annex G-1

and

Annex G-2

, respectively, to this proxy statement/prospectus and the terms of which are incorporated by reference herein.

Form of Registration Rights Agreement

Prior to the Merger Effective Time, the RAAQ Insiders, IQM and certain shareholders of IQM will enter into a registration rights agreement (the “Registration Rights Agreement”), effective upon the Closing, pursuant to which IQM will grant the RAAQ Insiders and certain applicable shareholders of IQM, registration rights and commit to use its commercially reasonable efforts to file a resale shelf registration statement on Form

F-1

within 30 calendar days following the Closing.

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 included as

Annex H

to this proxy statement/prospectus and the terms of which are incorporated by reference herein.

Form of Warrant Assignment Agreement

Prior to the Closing, IQM, RAAQ, Lucky Lucko, Inc. d/b/a Efficiency (the “Existing Warrant Agent”) and a successor warrant agent to be appointed in connection with the Closing (the “New Warrant Agent”) will enter into a warrant assignment, assumption and amendment agreement (the “Warrant Assignment Agreement”), pursuant to which, among other things, RAAQ will assign to IQM, and IQM will assume, all of RAAQ’s rights, interests and obligations under the Warrant Agreement dated April 28, 2025, by and between RAAQ and the Existing Warrant Agent (the “RAAQ Warrant Agreement”), New Warrant Agent will be appointed as successor warrant agent under the Warrant Agreement, and the terms and conditions of the RAAQ Warrant Agreement will be amended and restated to, among other things, reflect the assumption of the RAAQ Warrants by IQM and the appointment of the successor warrant agent 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, the form of which is included as

Annex I

to this proxy statement/prospectus and the terms of which are incorporated by reference herein.

The Merger Proposal

The RAAQ shareholders will vote upon a separate proposal to authorize the Merger and the Plan of Merger by way of special resolutions under the Cayman Companies Act. For more information, see the section of this proxy statement/prospectus titled “

Proposal Two — The Merger Proposal

.”

The Adjournment Proposal

The RAAQ shareholders will vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the Approval of one or more proposals at the extraordinary general meeting, (ii) if RAAQ determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Business Combination, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements. For more information, see the section of this proxy statement/prospectus titled “

Proposal Three — The Adjournment Proposal

.”

De-SPAC, Board Determination, Prospectus Summary [Text Block]

RAAQ Board’s Reasons for Approval of the Business Combination

Before reaching its unanimous decisions that the Business Combination Agreement, each ancillary agreement, and the Business Combination are fair, advisable and in the best interests of RAAQ and its shareholders, the RAAQ Board consulted with the RAAQ management team, its legal counsel and other advisors. The RAAQ Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the RAAQ Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors they took into account in reaching their decision. Different individual members of the RAAQ Board may have given different weight to different factors in their evaluation of the Business Combination.

The RAAQ Board determined that the Business Combination presents an attractive business opportunity in light of a variety of factors, including but not limited to IQM’s position as a leading full-stack quantum computing company in Europe, its proven track record of delivering operational quantum computers to market, its experienced and proven management team and the compelling market opportunity presented by quantum computers. The RAAQ Board also considered the potential detriments of the Business Combination to RAAQ,

including IQM’s historical losses, limited operating history, the uncertainty of the potential benefits of the Business Combination being achieved, macroeconomic risks, and the risks and costs to RAAQ if the Business Combination is not achieved, including the risk that it may result in RAAQ being unable to complete a business combination and force RAAQ to liquidate, along with the other risks set forth in the section titled “

Risk Factors.

”

For more information about the RAAQ Board’s reasons for the approval of the Business Combination, see “

Proposal One — The Business Combination Proposal — RAAQ Board’s Reasons for Approval of the Business Combination.

”

De-SPAC Prospectus Summary, Board Determination, Factors Considered [Line Items]

De-SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block]

When you consider the recommendations of RAAQ Board, you should keep in mind that RAAQ’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a shareholder of RAAQ. See the section of this proxy statement/prospectus titled “

Proposal

One

—

The Business Combination Proposal

—

Interests of RAAQ’s Directors, Officers and the Sponsor in the Business Combination

.”

De-SPAC, Rights of Security Holders to Redeem Outstanding Securities [Text Block]

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a RAAQ Public Shareholder may request to redeem all or a portion of its RAAQ Public Shares for cash in connection with the completion of the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any RAAQ Public Shares to be redeemed only if you:

•

(i) hold RAAQ Public Shares or (ii) hold RAAQ Public Shares through RAAQ Units and elect to separate your RAAQ Units into the underlying RAAQ Public Shares and RAAQ Public Warrants prior to exercising your redemption rights with respect to the RAAQ Public Shares;

•

submit a written request to Efficiency, RAAQ’s transfer agent, including the legal name, phone number and address of the beneficial owner of the RAAQ Public Shares for which redemption is requested, that RAAQ redeem all or a portion of your RAAQ Public Shares for cash; and

•

deliver your share certificates for RAAQ Public Shares (if any) along with the redemption forms to Efficiency, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their RAAQ Public Shares in th

e man

ner described above prior to 5:00 p.m., Eastern Time, on (two business days before the initially scheduled date of the extraordinary general meeting) in order for their RAAQ Public Shares to be redeemed.

RAAQ Public Shareholders may elect to redeem all or a portion of the RAAQ Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is abandoned, the RAAQ Public Shares will be returned to the respective holder, broker or bank. If the Redemption is consummated, and if a RAAQ Public Shareholder properly exercises its right to redeem all or a portion of the RAAQ Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Efficiency, RAAQ will redeem such RAAQ Public Shares for a

per-share

price, payable in

cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account (including interest earned thereon and net of amounts not previously released to RAAQ for permitted withdrawals), calculated as of two business days prior to the Closing, including interest earned on the Trust Account (net of amounts not previously released to RAAQ for permitted withdrawals), divided by the number of then issued RAAQ Public Shares. For illustrative purposes, as of the Record Date, this would have amounted to approximately $ per issued and outstanding RAAQ Public Share. If a RAAQ Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its RAAQ Public Shares for cash and will no longer own RAAQ Public Shares. See the section of the proxy statement/prospectus titled “

Extraordinary General Meeting of RAAQ Shareholders — Redemption Rights

” for a detailed description of the procedures to be followed if you wish to redeem your RAAQ Public Shares for cash.

S-K 1604(b)(4) De-SPAC Prospectus Summary, Compensation

Jun. 03, 2026

De-SPAC, Compensation, Prospectus Summary [Line Items]

De-SPAC, Compensation, Prospectus Summary, Terms [Text Block]

We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account or pursuant to permitted withdrawals:

•

Reimbursement for office space and administrative support services made available to us by our Sponsor, in an amount up to $20,000 per month;

•

Payment of consulting, success or finder fees to our officers, independent directors, officers, advisors, consultants or their respective affiliates in connection with and prior to the consummation of our initial Business Combination;

•

We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;

•

Reimbursement for any

out-of-pocket

expenses related to identifying, investigating, negotiating and completing an initial business combination; and

•

Repayment of loans which may be made by our Sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of IQM at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

De-SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

RAAQ’s independent directors are not members of the Sponsor. None of RAAQ’s executive officers or directors have received any cash compensation for services rendered to RAAQ as of the date of this proxy statement/prospectus. None of the funds in the Trust Account will be used to compensate the Sponsor, officers, directors or their affiliates. However, these individuals will be reimbursed for any

out-of-pocket expenses

incurred in connection with RAAQ’s activities of identifying, investigating, negotiating and completing an initial business combination, as discussed above. Non-redeeming RAAQ Public Shareholders may experience material dilution as a result of the reimbursement of expenses and advances to the Sponsor and RAAQ’s officers and directors and the issuances of the IQM ADSs and IQM Warrants in exchange for the outstanding securities of RAAQ described above.

Cover	Jun. 03, 2026
Document Information [Line Items]
Document Type	F-4/A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	IQM Finland Oy
Entity Central Index Key	0002113060
Entity Primary SIC Number	7374
Entity Incorporation, State or Country Code	H9
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	Keilaranta 19
Entity Address, Address Line Two	FI-02150
Entity Address, City or Town	Espoo
Entity Address, Country	FI
Entity Phone Fax Numbers [Line Items]
City Area Code	+358
Local Phone Number	505 696 439
Business Contact [Member]
Entity Contact Personnel [Line Items]
Contact Personnel Name	IQM US Inc.
Entity Address, Address Line One	800 North State Street, Suite 304
Entity Address, City or Town	Dover
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19901
Entity Phone Fax Numbers [Line Items]
City Area Code	+358
Local Phone Number	505 696 439

S-K 1606, De-SPAC Board Determination	Jun. 03, 2026
De-SPAC, Board Determination, Approval of Directors [Line Items]
De-SPAC Transaction was Approved By Majority of Nonemployee Directors of the SPAC [Flag]	true
SPAC Directors Voted Against or Abstained from Voting on the de-SPAC Transaction [Table Text Block]	Concurrently with the execution of the Business Combination Agreement, and as supplemented by an additional commitment in June 2026, IQM entered into subscription agreements (each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”) with institutional and other accredited investors, including certain RAAQ Insiders (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, substantially concurrently with the Closing, an aggregate of approximately 14.6 million ordinary shares, including in the form of IQM ADSs (collectively, the “PIPE Shares”), for a purchase price of $10.00 per ADS in a private placement, for an aggregate amount of approximately $146 million (the “PIPE Investment Amount”).

S-K 1602, SPAC Registered Offerings

Jun. 03, 2026

SPAC Offering Forepart [Line Items]

SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block]

We estimate that, immediately after the Closing, assuming none of the RAAQ Public Shareholders exercise their redemption rights, (i) the existing shareholders of IQM will own 81.1% of the issued and outstanding IQM Shares (including through ownership of IQM ADSs), representing 81.1% of the total voting power of the IQM Shares that will be outstanding following the Closing; (ii) RAAQ Public Shareholders will own 9.0% of the issued and outstanding IQM Shares (including through their ownership of IQM ADSs), representing 9.0% of the total voting power of the IQM Shares that will be outstanding following the Closing, (iii) the RAAQ Insiders will own 2.3% of the issued and outstanding IQM Shares (including through ownership of IQM ADSs), representing 2.3% of the total voting power of the IQM Shares that will be outstanding following the Closing and (iv) the PIPE Investors will own 7.6% of the issued and outstanding IQM Shares (including through their ownership of IQM ADSs), representing 7.6% of the total voting power of the IQM Shares that will be outstanding following the Closing.

SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag]

true

SPAC Offering Prospectus Summary [Line Items]

De-SPAC Consummation Timeframe, Limitations on Extensions [Text Block]

None of RAAQ’s officers or directors will indemnify RAAQ for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block]

If it is unable to complete its initial business combination by that date (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents), RAAQ will as promptly as reasonably possible, but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the RAAQ Public Shares at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of amounts not previously released to RAAQ for permitted withdrawals and up to $100,000 of interest to pay liquidation expenses), divided by the number of the RAAQ Public Shares, which redemption will completely extinguish the RAAQ Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag]

true

SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]


Entity/Individual	Amount of Compensation Received or to be Received or Securities Issued or to be Issued	Consideration

RAAQ Sponsor LLC	4,240,000 IQM ADSs upon the conversion of 4,240,000 RAAQ Class B Ordinary Shares following the Sponsor Forfeiture.	$25,000.

RAAQ Sponsor LLC	3,750,000 IQM Warrants upon the conversion of 3,750,000 Private Placement Warrants.	$3,750,000.

Independent directors	75,000 IQM ADSs upon the conversion of 75,000 RAAQ Class B Ordinary Shares.	$300.

Advisors	60,000 IQM ADSs upon the conversion of 60,000 RAAQ Class B Ordinary Shares.	$240 (approximately $0.004 per RAAQ Class B Ordinary Share).

RAAQ Sponsor LLC, Officers, Directors, or their respective affiliates	Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination.	Expenses incurred in connection with identifying, investigating, negotiating and completing an initial business combination.

S-K 1603, SPAC Sponsor; Conflicts of Interest

Jun. 03, 2026

SPAC Sponsor, its Affiliates and Promoters [Line Items]

SPAC Sponsor [Table Text Block]

•

The RAAQ Insiders currently hold an aggregate of 5,750,000 Founder Shares that were initially purchased by the Sponsor for $25,000, or approximately $0.004 per share, in a private placement prior to the consummation of the IPO. In January 2025, the Sponsor transferred 25,000 Founder Shares to each of RAAQ’s three independent directors (for an aggregate of 75,000 Founder Shares) and 10,000 Founder Shares to each of RAAQ’s six advisors (for an aggregate of 60,000 Founder Shares) at the same

per-share

price that the Sponsor purchased such shares, or approximately $0.004 per share, resulting in the Sponsor holding 5,615,000 Founder Shares. The IQM ADSs that the RAAQ Insiders and their permitted transferees will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $ million based upon the closing price of $ per RAAQ Ordinary Share on Nasdaq on , 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that 70% of such IQM ADSs will be subject to

lock-up restrictions,

we believe such shares have less value.

•

The Sponsor purchased 3,725,000 Private Placement Warrants for $3,725,000, or $1.00 per Private Placement Warrant, in a private placement that closed simultaneously with the IPO. The 3,725,000 IQM Warrants that the Sponsor will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $ million based upon the closing price of $ per RAAQ Public Warrant on Nasdaq on , 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such IQM Warrants will be subject to

lock-up restrictions,

we believe such warrants have less value.

•

The Sponsor will lose its entire investment in us if we do not complete a business combination by January 30, 2027 (or if such date

extended at a duly called meeting of the RAAQ shareholders, such later date). If we do not consummate a business combination by such date, as promptly as reasonably possible but not more than ten business days thereafter, redeem the RAAQ Public Shares for a

per-share

price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account (including interest earned thereon and net of amounts not previously released to RAAQ for permitted withdrawals and up to $100,000 to pay liquidation expenses), subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the RAAQ Warrants may be worthless. In such event, the 5,750,000 RAAQ Ordinary Shares that the Sponsor initially purchased for $25,000 would be worthless because following the Redemption, we would likely have few, if any, net assets and because the Sponsor has agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 3,725,000 Private Placement Warrants that the Sponsor paid $3,725,000 to purchase will expire worthless.

•

In connection with the Closing, our Sponsor, officers and directors would be entitled to the repayment of any outstanding working capital loan and advances that have been made to RAAQ. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans. As of the date of this proxy statement/prospectus, no such working capital loans are currently outstanding.

SPAC Sponsor, Agreement Arrangement or Understanding on Determining Whether to Proceed with de-SPAC Transaction [Text Block]

SPAC Sponsor, Direct and Indirect Material Interest Holders [Table Text Block]

per-share

price that the Sponsor purchased such shares, or approximately $0.004 per share, resulting in the Sponsor holding 5,615,000 Founder Shares.

SPAC Sponsor and Affiliates Information, Restrictions on Sale of SPAC Securities [Table Text Block]

However, given that 70% of such IQM ADSs will be subject to

lock-up restrictions,

we believe such shares have less value.

SPAC Sponsor, Conflicts of Interest [Table Text Block]

•

Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the RAAQ Class A Ordinary Shares included in the RAAQ Units sold in the IPO, the Sponsor may earn a positive rate of return on its investment even if the IQM ADSs trade below $10.00 per share and the RAAQ Public Shareholders experience a negative rate of return following the

Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of RAAQ Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while RAAQ Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

Fiduciary Duties to Other Companies, SPAC Officers and Directors [Table Text Block]

Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

S-K 1608, De-SPAC Tender Offer Filing Obligations

Jun. 03, 2026

Tender Offer Filing Obligations [Abstract]

Tender Offer Filing Obligations [Text Block]

The Business Combination Agreement

The RAAQ shareholders will vote upon a proposal to approve and authorize, by ordinary resolution, the Business Com

bin

Annex

In connection with the Merger:

(i)

one-for-one

basis, into RAAQ Class A Ordinary Shares, in accordance with the terms of the Cayman Constitutional Documents;

(ii)

one-half

of one warrant to purchase one RAAQ Class A Ordinary Share at a price of $11.50 per share (the “RAAQ Public Warrants”);

(iii)

(iv)

each RAAQ Warrant outstanding immediately prior to the Merger Effective Time will be assumed by IQM and become an IQM Warrant.

S-K 1605, De-SPAC Background and Terms

Jun. 03, 2026

De-SPAC Transactions, Background Summary [Line Items]

De-SPAC, Background, Negotiations Description [Text Block]

Background of the Business Combination

The terms of the Business Combination were the result of thorough negotiations among RAAQ’s directors and management team, the Sponsor, IQM’s management team and representatives of RAAQ and IQM. The following is a brief description of RAAQ’s formation, its previous engagements with potential target companies other than IQM, and its evaluation of, and negotiations with, IQM.

De-SPAC Transactions, Shareholder Rights [Line Items]

De-SPAC, Security Holders are Entitled to Redemption Rights [Flag]

true

De-SPAC, Security Holders Redemption Rights Summary [Text Block]

Redemption Rights

•

deliver your share certificates for RAAQ Public Shares (if any) along with the redemption forms to Efficiency, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their RAAQ Public Shares in th

e man

De-SPAC, Security Holders Appraisal Rights Summary [Text Block]

Further details of the statutory appraisal rights are set out below the section titled “

Appraisal Rights

.” If you are contemplating the possibility of objecting to the Merger, you should seek advice from a suitably qualified Cayman lawyer. If you do not follow the procedural requirements of the Cayman Companies Act, you will lose your appraisal rights.

These statutory appraisal rights are separate to, and mutually exclusive of, the right of RAAQ Public Shareholders to elect to have their shares redeemed for cash at the applicable Redemption Price in accordance with the Cayman Constitutional Documents, which are discussed elsewhere in this proxy statement/prospectus.

S-K 1603(c) Fiduciary Duties to Other Companies	Jun. 03, 2026
Fiduciary Duties to Other Companies, SPAC Officers and Directors [Line Items]
SPAC Officers and Directors, Fiduciary Duties to Other Companies, Description [Text Block]	Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity.

S-K 1603(b) Conflicts of Interest

Jun. 03, 2026

SPAC Sponsor, Conflict of Interest [Line Items]

Conflict of Interest, Description [Text Block]

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

(i)

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

(ii)

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii)

duty to not improperly fetter the exercise of future discretion;

(iv)

duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

(v)

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

(vi)

duty to exercise independent judgment.

S-K 1602(b)(6) Prospectus Summary, Sponsor Compensation	Jun. 03, 2026 USD ($) $ / shares shares
RAAQ Sponsor LLC [Member] \| Warrants [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Securities Issued or to be Issued, Shares	3,750,000
RAAQ Sponsor LLC [Member] \| Additional Shares [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Securities Issued or to be Issued, Shares	4,240,000
RAAQ Sponsor LLC [Member] \| Class B Ordinary Shares [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Securities Issued or to be Issued, Shares	4,240,000
Price Paid or to be Paid for Securities, Total Amount \| $	$ 25,000
RAAQ Sponsor LLC [Member] \| Private Placement Warrants [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Securities Issued or to be Issued, Shares	3,750,000
Price Paid or to be Paid for Securities, Total Amount \| $	$ 3,750,000
Independent directors [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Price Paid or to be Paid for Securities, Total Amount \| $	$ 300
Independent directors [Member] \| Additional Shares [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Securities Issued or to be Issued, Shares	75,000
Independent directors [Member] \| Class B Ordinary Shares [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Securities Issued or to be Issued, Shares	75,000
Advisors [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Price Paid or to be Paid for Securities, Total Amount \| $	$ 240
Price Paid or to be Paid for Securities, Per Share \| $ / shares	$ 0.004
Advisors [Member] \| Additional Shares [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Securities Issued or to be Issued, Shares	60,000
Advisors [Member] \| Class B Ordinary Shares [Member]
SPAC Prospectus Summary, Sponsor Compensation [Line Items]
Securities Issued or to be Issued, Shares	60,000

S-K 1603(a)(7) Direct and Indirect Material Interest Holders	Jun. 03, 2026
SPAC Sponsor Direct and Indirect Material Interest Holder [Line Items]
SPAC Sponsor Direct and Indirect Material Interest Holder Name	RAAQ Sponsor LLC
SPAC Sponsor Direct and Indirect Material Interest Holder Nature	4,240,000 IQM ADSs upon the conversion of 4,240,000 RAAQ Class B Ordinary Shares following the Sponsor Forfeiture.3,750,000 IQM Warrants upon the conversion of 3,750,000 Private Placement Warrants.Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination.