Idea Acquisition (NASDAQ: IACOU) sponsor forfeits 1,312,500 Class B

Rhea-AI Filing Summary

Idea Acquisition Corp. reported that its sponsor entity, Idea Tender LLC, forfeited at no cost 1,312,500 Class B ordinary shares on March 27, 2026. The forfeiture was tied to the expiration of the underwriters’ over-allotment option from the company’s initial public offering.

After this change, Idea Tender LLC holds 8,750,000 Class B ordinary shares, which are convertible into Class A ordinary shares and have no expiration date. Trevor Harries-Jones and Ryan Shea, both executives and directors, are managing members of Idea Tender LLC with voting and investment discretion over these securities.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Idea Tender LLC, Harries-Jones Trevor, Shea Ryan

Role Director, 10% Owner | Chief Executive Officer | Chief Operating Officer

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares	1,312,500	$0.00	--

Holdings After Transaction: Class B Ordinary Shares — 8,750,000 shares (Direct)

Footnotes (1)

1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-291010) (the "Registration Statement") and have no expiration date. On March 27, 2026, Idea Tender LLC forfeited at no cost 1,312,500 Class B Ordinary Shares of the Issuer in connection with the expiration of the option grated to the underwriters of the Issuer's initial public offering of units to cover any over-allotments. Idea Tender LLC is the record holder of the securities reported herein. Trevor Harries-Jones and Ryan Shea are the managing members of Idea Tender LLC. Each of Messrs. Harries-Jones and Shea has voting and investment discretion with respect to the securities held of record by Idea Tender LLC.

Key Figures

Shares forfeited: 1,312,500 Class B ordinary shares Shares held after transaction: 8,750,000 Class B ordinary shares Underlying Class A shares: 1,312,500 Class A ordinary shares +1 more

4 metrics

Shares forfeited 1,312,500 Class B ordinary shares Forfeited at no cost on March 27, 2026

Shares held after transaction 8,750,000 Class B ordinary shares Held by Idea Tender LLC following forfeiture

Underlying Class A shares 1,312,500 Class A ordinary shares Underlying the forfeited Class B ordinary shares

Restructuring shares 1,312,500 shares Classified as restructuring in transaction summary

Key Terms

Class B ordinary shares, Class A ordinary shares, over-allotments, initial public offering, +2 more

6 terms

Class B ordinary shares financial

"The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"convertible for the Issuer's Class A ordinary shares as described under the heading"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

over-allotments financial

"option grated to the underwriters of the Issuer's initial public offering of units to cover any over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

initial public offering financial

"underwriters of the Issuer's initial public offering of units to cover any over-allotments"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Registration Statement regulatory

"described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

underwriters financial

"expiration of the option grated to the underwriters of the Issuer's initial public offering"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Idea Tender LLC

(Last) (First) (Middle)

C/O IDEA ACQUISITION CORP.

1010 WILSHIRE BOULEVARD, SUITE 1604

(Street)

LOS ANGELES CALIFORNIA 90017

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Idea Acquisition Corp. [ IACO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	03/27/2026		J(2)			1,312,500	(1)	(1)	Class A Ordinary Shares(1)	1,312,500	$0.00(1)	8,750,000(1)	D(3)

1. Name and Address of Reporting Person^*

Idea Tender LLC

(Last) (First) (Middle)

C/O IDEA ACQUISITION CORP.

1010 WILSHIRE BOULEVARD, SUITE 1604

(Street)

LOS ANGELES CALIFORNIA 90017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Harries-Jones Trevor

(Last) (First) (Middle)

C/O IDEA ACQUISITION CORP.

1010 WILSHIRE BOULEVARD, SUITE 1604

(Street)

LOS ANGELES CALIFORNIA 90017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Shea Ryan

(Last) (First) (Middle)

C/O IDEA ACQUISITION CORP.

1010 WILSHIRE BOULEVARD, SUITE 1604

(Street)

LOS ANGELES CALIFORNIA 90017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

Explanation of Responses:

1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-291010) (the "Registration Statement") and have no expiration date.

2. On March 27, 2026, Idea Tender LLC forfeited at no cost 1,312,500 Class B Ordinary Shares of the Issuer in connection with the expiration of the option grated to the underwriters of the Issuer's initial public offering of units to cover any over-allotments.

3. Idea Tender LLC is the record holder of the securities reported herein. Trevor Harries-Jones and Ryan Shea are the managing members of Idea Tender LLC. Each of Messrs. Harries-Jones and Shea has voting and investment discretion with respect to the securities held of record by Idea Tender LLC.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

	/s/ Jordan Leon, Attorney-in- Fact for Idea Tender LLC	03/31/2026
	/s/ Jordan Leon, Attorney-in-Fact for Trevor Harries-Jones	03/31/2026
	/s/ Jordan Leon, Attorney-in-Fact for Ryan Shea	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Idea Tender LLC report for Idea Acquisition Corp. (IACOU)?

Idea Tender LLC forfeited 1,312,500 Class B ordinary shares of Idea Acquisition Corp. at no cost on March 27, 2026. This occurred when the underwriters’ over-allotment option from the company’s initial public offering expired without being exercised.

How many Idea Acquisition Corp. Class B shares does Idea Tender LLC hold after the Form 4 event?

Following the reported transaction, Idea Tender LLC holds 8,750,000 Class B ordinary shares of Idea Acquisition Corp. These shares remain a significant sponsor stake and are convertible into Class A ordinary shares under the terms described in the company’s registration statement.

Why did Idea Tender LLC forfeit 1,312,500 Class B shares of Idea Acquisition Corp. (IACOU)?

The 1,312,500 Class B ordinary shares were forfeited at no cost due to the expiration of the underwriters’ option to purchase additional units for over-allotments. When that over-allotment option from the initial public offering expired, the related founder shares were surrendered.

Are Idea Acquisition Corp.’s Class B ordinary shares convertible into Class A shares?

Yes. The Form 4 notes that the Class B ordinary shares are convertible into Idea Acquisition Corp.’s Class A ordinary shares. The conversion terms are described under “Description of Securities” in the company’s Form S-1 registration statement and the Class B shares have no expiration date.

What roles do Trevor Harries-Jones and Ryan Shea have regarding Idea Tender LLC’s IACOU shares?

Trevor Harries-Jones and Ryan Shea are managing members of Idea Tender LLC, the holder of the reported shares. They each have voting and investment discretion over the Class B ordinary shares held by Idea Tender LLC, in addition to serving as executives and directors of Idea Acquisition Corp.

Does the reported Idea Acquisition Corp. Form 4 reflect a market sale or purchase of shares?

The Form 4 shows a forfeiture of 1,312,500 Class B ordinary shares at no cost, not an open-market sale or purchase. The transaction is coded as an “other” restructuring event, linked to the expiration of the underwriters’ over-allotment option from the initial public offering.