IACO 10-K & 10-Q changes, risk factors and insider trading

Factors that could cause our actual results to differ materially from those in this reportQuarterly Report include the risk factors described in our finalAnnual prospectusReport on Form 10-K for itsthe Initialyear Publicended OfferingDecember 31, 2025 as filed with the SEC.SEC on March 31, 2026. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our finalAnnual prospectusReport on Form 10-K for itsthe Initialyear Publicended OfferingDecember 31, 2025 as filed with the SEC.SEC on March 31, 2026.

References in this report (thethis “Quarterly Report”) to “we,” “us” or the “Company” refer to Idea Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Idea Tender LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this FormQuarterly 10-QReport including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s finalAnnual prospectusReport on Form 10-K for itsthe Initialyear Publicended OfferingDecember 31, 2025 as filed with the U.S.SEC Securitieson andMarch Exchange31, Commission (the “SEC”).2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated in the Cayman Islands on September 18, 2025. We are formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We may pursue an initial Business Combination in any business or industry,industry but expect to target opportunities and companies that are operating in the software vertical that leverages large language models or other AI tools.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 18, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net lossincome of $4,408,764,$2,853,878 which consists of operating costs of $142,416 and compensation expense of $6,182,319, offset by interest income on marketable securities held in the Trust Account of $1,589,271$3,082,165, andoffset changeby inoperating overallotment liabilitycosts of $326,700.$228,287.

The weighted average number of Class A ordinary shares outstanding for the three and six months ended MarchJune 31,30, 2026 reflects the timing of the consummation of the Company’s Initial Public Offering on February 12, 2026. Accordingly, the weighted average shares outstanding for the period represent the portion of the quarter during which the Public Shares were outstanding.

LiquidityGoing Concern and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. On February 12, 2026, we consummated the Initial Public Offering of 35,000,000 Units at $10.00 per Unit, generating gross proceeds of $350,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 6,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, in a private placement to the Sponsor and the Underwriters, generating gross proceeds of $9,000,000, of which $2,000,000 has not yet been received and is noted as a share subscription receivable on the balance sheet within equity (see Note 5).$9,000,000. Certain operating and offering expenses have been paid on behalf of the Company by the Sponsor and reduced the outstanding share subscription receivable balance. The Company expects the remaining balance to be funded by the Sponsor based on ongoing communications with the Sponsor and the expectation that the remaining funds will be remitted to the Company’s operating bank account.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $329,579.$502,373. Net loss of $4,408,764$1,554,886 was affected by interest earned on marketable securities held in the Trust Account of $1,589,271,$4,671,436, compensation expense of $6,182,319 and change in fair value of overallotment liability of $326,700. Changes in operating assets and liabilities used $181,079$131,670 of cash for operating activities. The compensation expense primarily related to the grant of membership interests equivalent to Founder Shares and Private Placement Warrants by the Sponsor to certain independent directors and an officer of the Company. The awards were accounted for as equity-classified share-based compensation under ASC 718 and were measured at grant-date fair value. Because the awards were fully vested upon grant and not subject to future service conditions, the full fair value of the awards was recognized immediately as non-cash compensation expense during the period.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $351,589,271$354,671,436 (including approximately $1,589,271$4,671,436 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing earnings on the Trust Account (less taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had no$1,168,048 of cash. We intend to use the funds held outside the Trust Account including the funds owed under the stock subscription receivable primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The Company agreed to indemnify and hold harmless the Sponsor and itsthe Company’s directors, officers, employees, principals, managers, partners, members, shareholders, equity holders, control persons, affiliates, agents, advisors, consultants and representatives (the “Indemnitees”) from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the IPO of the Company’s securities or the Company’s operations or conduct of its business (including, for the avoidance of doubt, a Business Combination), or (ii) any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any activities of the Company or any express or implied association between the Sponsor, on the one hand, and the Company or any of its affiliates, on the other hand.

The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the period reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.