{"url_path":"/sec/iaco/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2091176/0001104659-26-062559-index.html","accession_number":"0001104659-26-062559","cik":"0002091176","ticker":"IACO","issuer_name":"Idea Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2091176/0001104659-26-062559-index.html","primary_entity_key":"0002091176","primary_entity_name":"Idea Acquisition Corp."},"word_count":330,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\nOn September 22, 2025, our Sponsor was issued 10,062,500 Founder Shares for an aggregate price of $25,000, or approximately $0.002 per share, paid to cover certain expenses on behalf of the Company. On March 27, 2026, the Underwriters’ over-allotment option granted to them in the Initial Public Offering expired, resulting in 1,312,500 Founder Shares being forfeited by our Sponsor to us for cancellation for no consideration, resulting in our Sponsor holding 8,750,000 Founder Shares. The issuance of the Founder Shares to the Sponsor was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\nSimultaneously with the closing of the Initial Public Offering, the Company 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 those 4,500,000 Private Placement Warrants, the Sponsor purchased 3,666,667 Private Placement Warrants, Cantor purchased 1,333,333 Private Placement Warrants and Odeon purchased 700,000 Private Placement Warrants. The sale of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\nThe Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.\n\nOf the gross proceeds received from the Initial Public Offering and the proceeds of the sale of the Private Placement Warrants, an aggregate of $350,500,000 was placed in the Trust Account.\n\nWe paid a total transaction costs consisting of $21,662,847, consisting of $7,000,000 of cash underwriting fees, $14,000,000 of deferred underwriting fees, and $662,847 of other offering costs.\n\nFor a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q."}