IQM Quantum Computers’ F‑4 Filing: Key Details of the Planned Nasdaq Listing via RAAQ

Form F‑4 filings are required for cross‑border mergers like this one because they register the securities that will be issued to shareholders in the transaction.

Expected proceeds and funding sources

The F‑4 materials indicate the transaction is designed to provide up to about $320 million in gross cash proceeds before expenses, though the exact amount depends heavily on SPAC shareholder redemptions.

Typical SPAC funding components are reflected in the deal structure:

• Cash held in RAAQ’s trust account, available if shareholders do not redeem their shares.
• Additional financing sources, which may include PIPE investments and warrant exercises.

Earlier transaction disclosures suggest the combined company’s total cash available at closing could exceed $450 million, including SPAC trust funds, PIPE capital, warrant exercises, and existing company cash balances.

Because SPAC investors can redeem their shares before the merger closes, the final capital raised may be lower than headline figures.

2025 revenue and bookings signals

Investor materials tied to the merger highlight growing commercial traction for IQM’s quantum computing systems.

Reported metrics include:

• At least $35 million in revenue for 2025 (unaudited)
• More than $100 million in bookings or revenue visibility as of the end of 2025

These figures reflect IQM’s strategy of selling superconducting quantum computer systems and full‑stack infrastructure to research institutions, governments, and high‑performance computing centers.

Customer and system‑sales momentum

IQM positions itself as a full‑stack superconducting quantum computing company, developing both hardware and software systems for deployment in research and enterprise environments.

Transaction materials highlight:

• Sales of on‑premise quantum systems to research institutions
• Expansion of commercial deployments and partnerships
• A growing pipeline of booked and contracted systems

These commercial indicators form a key part of the investment narrative presented alongside the SPAC transaction.

Lock‑up agreements for existing shareholders

The SEC filings include shareholder lock‑up agreements associated with the merger, which are typical for SPAC listings and restrict certain investors from immediately selling shares after the public listing.

However, the publicly available excerpts do not clearly specify the exact duration or staged release terms for these lock‑ups. Those details are typically defined in transaction exhibits and may vary by shareholder category.

Closing timeline and regulatory conditions

The F‑4 filing marks an important procedural step but does not finalize the transaction.

Before the listing can occur, several conditions must be met:

• The SEC must declare the Form F‑4 registration statement effective.
• RAAQ shareholders must approve the business combination at a shareholder meeting.
• Other customary closing conditions and financing arrangements must be satisfied.

After SEC approval, RAAQ will distribute a definitive proxy statement/prospectus to shareholders ahead of the vote.

Why this deal matters for the quantum sector

If completed, the transaction would place IQM among a small but growing group of publicly traded quantum computing companies. The listing could provide capital to accelerate:

• Development of fault‑tolerant superconducting quantum systems
• Commercial deployments across research and HPC environments
• Expansion of global quantum‑computing infrastructure

At a $1.8 billion pre‑money valuation, the deal underscores how investors are increasingly treating quantum computing as a long‑term strategic technology market—even as the industry remains in early commercialization stages.