Real Asset Acquisition Corp. Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • March 14th, 2025 • Real Asset Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 1st, 2025 • Real Asset Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 28, 2025 by and between Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency, a Delaware corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • May 1st, 2025 • Real Asset Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of April 28, 2025 between Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency, a Delaware corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT between REAL ASSET ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC As Representative of the Underwriters Dated: April 28, 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2025 • Real Asset Acquisition Corp. • Blank checks • New York
The undersigned, Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), the (“Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative as follows:
REAL ASSET ACQUISITION CORP.Securities Subscription Agreement • March 14th, 2025 • Real Asset Acquisition Corp. • Blank checks • New York
Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by RAAQ Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2025 • Real Asset Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”), RAAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Real Asset Acquisition Corp. Princeton, New Jersey 08542 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 1st, 2025 • Real Asset Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adj
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • May 1st, 2025 • Real Asset Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of April 28, 2025 (as it may from time to time be amended, this “Agreement”), is entered into between Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the several purchasers listed in Schedule A attached hereto (each a “Purchaser” and together, the “Purchasers”).
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • May 1st, 2025 • Real Asset Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of April 28, 2025 (as it may from time to time be amended, this “Agreement”), is entered into between Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”), and RAAQ Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REAL ASSET ACQUISITION CORP.Administrative Services and Indemnification Agreement • May 1st, 2025 • Real Asset Acquisition Corp. • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Real Asset Acquisition Corp. (the “Company”) and RAAQ Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (“Business Combination”) or the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2025 • Real Asset Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2025, is made and entered into by and among Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”), RAAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
BUSINESS COMBINATION AGREEMENT by and among IQM Finland Oy, ECLIPSE QC S.à r.l., IQM US LLC, and Real Asset Acquisition Corp. dated as of February 22, 2026Business Combination Agreement • February 23rd, 2026 • Real Asset Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT, dated as of February 22, 2026 (this “Agreement”), is made and entered into by and among (i) IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), (ii) IQM US LLC, a limited liability company incorporated under the laws of Delaware and an indirect, wholly owned Subsidiary of the Company (“Merger Sub”), (iii) ECLIPSE QC S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and a direct, wholly owned Subsidiary of the Company (“LuxCo”), and (iv) Real Asset Acquisition Corp., a Cayman Islands exempted company (“SPAC”). Company, Merger Sub, LuxCo and SPAC are collectively r
FORM OF INDIVIDUAL SUBSCRIPTION AGREEMENTIndividual Subscription Agreement • February 23rd, 2026 • Real Asset Acquisition Corp. • Blank checks
In connection with the proposed business combination (the “Transaction”) among 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 (the “Company”), IQM US LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company (“Merger Sub”) and Eclipse QC S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and direct, wholly owned subsidiary of the Company (“LuxCo”), in connection with that certain Business Combination Agreement by and among RAAQ, the Company, Merger Sub and LuxCo, dated as of February 22, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 23rd, 2026 • Real Asset Acquisition Corp. • Blank checks
In connection with the proposed business combination (the “Transaction”) among 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 (the “Company”), IQM US LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company (“Merger Sub”) and Eclipse QC S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and direct, wholly owned subsidiary of the Company (“LuxCo”), in connection with that certain Business Combination Agreement by and among RAAQ, the Company, Merger Sub and LuxCo, dated as of February 22, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • July 8th, 2026 • Real Asset Acquisition Corp. • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of July 1, 2026 (the “Effective Date”), is made by and between IQM Quantum Computers Oy, a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), Real Asset Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Lucky Lucko, Inc. d/b/a Efficiency, a Delaware corporation (“Efficiency”) and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (the “Transfer Agent”, and collectively with Computershare, the “Warrant Agent”).
FORM OF SHAREHOLDER VOTING AND SUPPORT AGREEMENTShareholder Voting and Support Agreement • February 23rd, 2026 • Real Asset Acquisition Corp. • Blank checks • Delaware
This Shareholder Voting and Support Agreement (this “Agreement”) is entered into as of February 22, 2026, by and among Real Asset Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), the Person set forth on the signature page hereto (the “Company Shareholder”), and IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF SHAREHOLDER LOCK-UP AGREEMENTShareholder Lock-Up Agreement • February 23rd, 2026 • Real Asset Acquisition Corp. • Blank checks
This SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 22, 2026, by and among IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), Real Asset Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and the shareholder of the Company set forth on Schedule A hereto (the “Shareholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2026 • Real Asset Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of July 1, 2026, is made and entered into by and among:
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • February 23rd, 2026 • Real Asset Acquisition Corp. • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of [●], 2026 (the “Effective Date”), is made by and between IQM Finland Oy, a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), Real Asset Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Lucky Lucko, Inc. d/b/a Efficiency, a Delaware corporation (“Efficiency”) and [Warrant Agent], a [●] (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2026 • Real Asset Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], 2026, is made and entered into by and among:
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 23rd, 2026 • Real Asset Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 22, 2026, by and among IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), Real Asset Acquisition Corp., a Cayman Islands exempted company (“SPAC”), RAAQ Sponsor LLC, a Delaware limited liability company (“Sponsor”), and certain shareholders of SPAC set forth on Schedule A hereto (together with the Sponsor, collectively, the “SPAC Insiders” and each, a “SPAC Insider”).