FORM 10-K" This is an annual report filed by Real Asset Acquisition Corp. with the Securities and Exchange Commission (SEC) for the fiscal year ended December 31, 2025.
Real Asset Acquisition Corp. (RAAQU) filed its annual report for the fiscal year ended December 31, 2025. The company reported a market value of its voting and non-voting common equity held by non-affiliates of $175,087,500 as of June 30, 2025. As of March 2, 2026, there were 17,250,000 shares of Class A ordinary shares and 5,750,000 shares of Class B ordinary shares issued and outstanding. The company did not file any documents incorporated by reference.
Overview
The report provides an overview of a blank check company incorporated in the Cayman Islands on December 9, 2024. The company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. As of the reporting date, the company has not selected any business combination target and has not initiated any substantive discussions with any potential target.
Results of Operations
The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational activities, preparing for its initial public offering (IPO), and identifying a target company for a business combination. The company generated non-operating income in the form of interest income on assets held in its trust account and on cash equivalents. It has incurred expenses as a result of being a public company, such as legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses.
For the year ended December 31, 2025, the company had net income of $4,249,896, which resulted from earnings and realized gain on cash equivalents held in the trust account and investment earnings on marketable securities held in the operating account, offset by general and administrative expenses. For the year ended December 31, 2024, the company had a net loss of $1,087, which resulted from general and administrative expenses.
Liquidity, Capital Resources and Going Concern
The company’s initial public offering was declared effective on April 28, 2025, and it consummated the offering on April 30, 2025, generating gross proceeds of $172,500,000. Simultaneously, the company consummated the sale of $5,450,000 in private placement warrants.
Following the closing of the IPO, an amount of $172,500,000 ($10.00 per unit) from the net proceeds was placed in a trust account. The company intends to use substantially all of the funds held in the trust account to complete its initial business combination.
The company believes it will not need to raise additional funds to meet the expenditures required for operating its business. However, it may need to obtain additional financing either to complete its initial business combination or because it becomes obligated to redeem a significant number of its public shares upon completion of the business combination.
The company’s management has determined that the mandatory liquidation raises substantial doubt about its ability to continue as a going concern. Management continues to seek to complete the business combination prior to the mandatory liquidation date.
Off-Balance Sheet Arrangements and Contractual Obligations
As of December 31, 2025, the company did not have any off-balance sheet arrangements. The company has the following contractual obligations:
Registration Rights: The holders of certain securities, including the founder shares, private placement warrants, and warrants that may be issued upon conversion of working capital loans, have registration rights to require the company to register a sale of any of its securities held by them.
Promissory Notes - Related Party: The company had a promissory note with its sponsor to cover expenses related to the IPO, which was paid in full during the year ended December 31, 2025.
Underwriting Agreement: The company granted the underwriters a 45-day option to purchase up to 2,250,000 additional units to cover over-allotments, which the underwriters elected to fully exercise. The underwriters are entitled to an underwriting discount and a deferred fee, which will be payable from the amounts held in the trust account solely in the event that the company completes a business combination.
Critical Accounting Estimates
The company has not identified any critical accounting estimates. The preparation of its financial statements and related disclosures requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and income and expenses during the reported periods.
Recent Accounting Standards
The company adopted Accounting Standards Update 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” on December 9, 2024, the date of its incorporation. The company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.
