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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 1, 2026
IDEA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43111 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1010 Wilshire Boulevard, Suite 1604
Los Angeles, California 90017
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (202) 703-7948
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
IACOU |
|
The Nasdaq Global Market |
| Class A ordinary shares, par value $0.0001 per share |
|
IACO |
|
The Nasdaq Global Market |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
IACOW |
|
The Nasdaq Global Market |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On April 1, 2026, Idea
Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current
Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade
the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and warrants (the “Warrants”)
included in the Units commencing on or about April 6, 2026. Each Unit consists of one Class A Ordinary Share and one-third of
one redeemable Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Global
Market under the symbol “IACOU”, and the Class A Ordinary Shares and Warrants will separately trade on The Nasdaq Global
Market under the symbols “IACO” and “IACOW,” respectively. No fractional Warrants will be issued upon separation
of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer &
Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | |
Description |
| 99.1 | |
Press Release, dated April 1, 2026. |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
IDEA ACQUISITION CORP. |
| |
|
|
|
| |
By: |
/s/ Ryan Shea |
| |
|
Name: |
Ryan Shea |
| |
|
Title: |
Chief Operating Officer |
| |
|
|
|
| Dated: April 1, 2026 |
|
|
|
Exhibit 99.1
Idea Acquisition Corp. Announces the Separate Trading
of its Class A Ordinary Shares and Warrants, Commencing on or about April 6, 2026
Los Angeles, Calif., April 1, 2026 (GLOBE
NEWSWIRE) – Idea Acquisition Corp. (Nasdaq: IACO) (the “Company”) today announced that holders of the units sold
in the Company’s initial public offering of 35,000,000 units, completed on February 12, 2026 (the “Offering”),
may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on or about April 6,
2026. Any units not separated will continue to trade on The Nasdaq Global Market under the symbol “IACOU,” and each of the
Class A ordinary shares and warrants will separately trade on The Nasdaq Global Market under the symbols “IACO” and “IACOW,”
respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units
will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order
to separate the units into Class A ordinary shares and warrants.
A registration statement relating to these securities
was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2026. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the
Risk Factors section of the Company’s registration statement for the Offering filed with the SEC. Copies are available on the SEC’s
website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Contact
Ryan Shea
Chief Operating Officer
Idea Acquisition Corp.
r@iacqco.com