IQM Quantum Computers Oyj ADR美股招股说明书(2026-08-26版)

Up to 8,624,989 Ordinary Shares Issuable Upon the Exercise of Public WarrantsandUp to 4,298,339 Ordinary Shares Represented by American Depositary SharesUp to 3,905,981 Private Placement WarrantsUp to 3,905,981 Ordinary Shares Issuable Upon the Exercise of Private Placement WarrantsUp to 4,306,845 Ordinary Shares Represented by American Depositary SharesOffered by the Selling Securityholders This prospectus relates to the issuance by us of 8,624,989 ordinary shares, with no nominal value (each, an “IQM Share”), represented byAmerican depositary shares (each, an “IQM ADS” and, collectively, the “IQMADSs”), each IQM ADS representing one IQM Share, issuable upon theexercise of warrants. Such warrants are referred to in this prospectus as the “Public Warrants,” and such IQM Shares represented by IQM ADSs issuableupon the exercise of Public Warrants are referred to in this prospectus as the “Public Warrant Shares.” The Public Warrants were initially issued by RealAsset Acquisition Corp., a Cayman Islands exempted company (“RAAQ”), in connection with its initial public offering, which RAAQ consummated onApril30, 2025 (the “RAAQ IPO”). Simultaneously with the closing of the RAAQ IPO, RAAQ completed a private placement of warrants (the “PrivatePlacement Warrants” and together with the Public Warrants, the “IQM Warrants”). Each IQM Warrant entitled the holder to purchase one RAAQ ClassA Ordinary Share at a price of $11.50per share. On July1, 2026, pursuant to the Business Combination Agreement (the “Business CombinationAgreement”), dated February22, 2026, by and among IQM Finland Oy, a limited liability company (Fi. osakeyhtiö) incorporated under the laws ofFinland (subsequently renamed IQM Quantum Computers Oyj) (“IQM,” “our,” “us” or the “Company”), RAAQ, IQM US LLC, a Delaware limitedliability company and indirect wholly owned subsidiary of IQM (“Merger Sub”), and ECLIPSE QC S.à r.l., a Luxembourg private limited liabilitycompany and direct wholly owned subsidiary of IQM, RAAQ merged with and into the Merger Sub, with Merger Sub surviving the merger as anindirect wholly-owned subsidiary of IQM (the “Business Combination”). In connection with the Business Combination, the IQM Warrants outstandingimmediately prior to the effective time of the Business Combination were assumed by IQM and became a warrant to purchase one IQM ADSrepresenting one IQM Share at an exercise price of $11.50 per share. We will receive the proceeds from any exercise of the IQM Warrants for cash. This prospectus also relates to the resale from time to time by the selling securityholders named in this prospectus or their permitted transferees(the “Selling Securityholders”) of (i)up to 4,298,339 IQM Shares represented by IQM ADSs that were issued to certain PIPE Investors (as definedbelow) in the PIPE Financing (as defined below), (ii)up to 3,905,981 Private Placement Warrants, (iii)up to 3,905,981 IQM Shares, including IQMShares represented by ADSs, issuable upon the exercise of Private Placement Warrants, and (iv)up to 4,306,845 IQM Shares represented by IQM ADSs(the “RAAQ Resale Shares”) initially issued by RAAQ to RAAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and certainRAAQ Insiders (as defined herein). The RAAQ Resale Shares were initially issued by RAAQ in the form of its Class B Ordinary Shares in a privateplacement that occurred prior to the closing of the RAAQ IPO. In connection with the Business Combination, each RAAQ Class B Ordinary Share heldby the Sponsor and the RAAQ Insiders was exchanged for the right to receive one IQM ADS representing one IQM Share. In addition, concurrentlywith the execution and delivery of the Business Combination Agreement, and as supplemented by an additional commitment in June 2026, IQM enteredinto subscription agreements (each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”) with institutional and otheraccredited investors, Table of Contents including certain RAAQ Insiders (the“PIPEInvestors”), pursuant to which the PIPE Investors purchased, substantially concurrently with the closing ofthe Business Combination, an aggregate of approximately 14.5million IQM Shares (collectively, the “PIPE Shares”), 4,298,339 of which arerepresented by IQM ADSs (the “PIPE ADSs”), for a purchase price of $10.00per PIPE Share in a private placement, for an aggregate amount ofapproximately $145.5million (such transaction, the “PIPE Financing”). Each of the Sponsor and the RAAQ Insiders who are a Selling Securityholder isdeemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactionsat prevailing market prices or at negotiated prices. We will not receive any of the proceeds from the sale of the IQM Shares, including IQM Sharesrepresented by IQM ADSs, by the Se