Idea Acquisition Corp.

Previous wording

References in this report (the “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.

Current wording

References in this report (this “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.

Previous wording

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 Form 10-Q 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 final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). 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.

Current wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act 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 Quarterly Report 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 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 Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 31, 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.

Previous wording

For the three months ended March 31, 2026, we had a net loss of $4,408,764, 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 and change in overallotment liability of $326,700.

Current wording

For the six months ended June 30, 2026, we had a net loss of $1,554,886, which consists of operating costs of $370,703 and compensation expense of $6,182,319, offset by interest income on marketable securities held in the Trust Account of $4,671,436 and change in overallotment liability of $326,700.

Previous wording

The weighted average number of Class A ordinary shares outstanding for the three months ended March 31, 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.

Current wording

The weighted average number of Class A ordinary shares outstanding for the three and six months ended June 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.

Previous wording

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). 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.

Current wording

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. Certain operating and offering expenses have been paid on behalf of the Company by the Sponsor and reduced the outstanding share subscription receivable balance.

Previous wording

For the three months ended March 31, 2026, cash used in operating activities was $329,579. Net loss of $4,408,764 was affected by interest earned on marketable securities held in the Trust Account of $1,589,271, 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 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.

Current wording

For the six months ended June 30, 2026, cash used in operating activities was $502,373. Net loss of $1,554,886 was affected by interest earned on marketable securities held in the Trust Account of $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 $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.

Previous wording

As of March 31, 2026, we had marketable securities held in the Trust Account of $351,589,271 (including approximately $1,589,271 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.

Current wording

As of June 30, 2026, we had marketable securities held in the Trust Account of $354,671,436 (including approximately $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.

Previous wording

As of March 31, 2026, we had no 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.

Current wording

As of June 30, 2026, we had $1,168,048 of cash. We intend to use the funds held outside the Trust Account 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.

Previous wording

The Company agreed to indemnify and hold harmless the Sponsor and its 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.

Current wording

The Company agreed to indemnify and hold harmless the Sponsor and the 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.