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): February 10 12, 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, $0.0001 par value, and one-third of one redeemable warrant	IACOU	The Nasdaq Global Market
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 1.01. Entry into a Material Definitive Agreement.

On February 12, 2026, Idea Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 35,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $350,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-291010) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 22, 2025, as amended (the “Registration Statement”):

● An Underwriting Agreement, dated February 10, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.

● A Warrant Agreement, dated February 10, 2026, by and between the Company and Continental Stock Transfer & Trust company (“Continental”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

● A Letter Agreement, dated February 10, 2026, by and among the Company, its executive officers, its directors, its advisors and Idea Tender LLC, the Company’s sponsor (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

● An Investment Management Trust Agreement, dated February 10, 2026, by and between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

● A Registration Rights Agreement, dated February 10, 2026, by and among the Company, the Sponsor and the holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.

● A Private Placement Warrants Purchase Agreement, dated February 10, 2026, by and between the Company and the Sponsor (the “Sponsor Private Placement Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.

● A Private Placement Warrants Purchase Agreement, dated February 10, 2026, by and between the Company and the Representative (the “Cantor Private Placement Warrants Purchase Agreement”, a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.

● A Private Placement Warrants Purchase Agreement (the “Odeon Private Placement Warrants Purchase Agreement” and, together with the Sponsor Private Placement Warrants Purchase Agreement and the Cantor Private Placement Warrants Purchase Agreement, the “Private Placement Warrants Purchase Agreements”), dated February 10, 2026, by and between the Company and Odeon Capital Group, LLC (“Odeon” and, together with the Representative, the “Underwriters”), a copy of which is attached as Exhibit 10.6 hereto and is incorporated herein by reference.

● An Administrative Services and Indemnification Agreement, dated February 10, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and is incorporated herein by reference.

The material terms of such agreements are fully described in the Company’s final prospectus, dated February 10, 2026, as filed with the Commission on February 11, 2026 (the “Prospectus”) and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On February 12, 2026, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) to the Sponsor and the Underwriters at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,000,000. Of the 6,000,000 Private Placement Warrants, the Sponsor purchased 3,666,667 Private Placement Warrants, the Representative purchased 1,633,333 Private Placement Warrants and Odeon purchased 700,000 Private Placement Warrants. The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that the Private Placement Warrants (i) will not be redeemable by us, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) are entitled to registration rights, and (v) with respect to the Private Placement Warrants held by the Underwriters and/or their designees, will not be exercisable more than five years after the commencement of sales in the IPO. The Private Placement Warrants will be worthless if the Company does not complete an initial business combination. The material terms of the Private Placement Warrants are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2026, in connection with the IPO, Eugene “Rod” Roddenberry Jr., Jules Urbach, and Vinny Lingham were appointed to the board of directors of the Company. Each of Eugene “Rod” Roddenberry Jr., Jules Urbach, and Vinny Lingham are independent directors. Effective February 10, 2026, Jules Urbach, Vinny Lingham, and Eugene “Rod” Roddenberry Jr. were appointed to the Board’s Audit Committee and Vinny Lingham and Eugene “Rod” Roddenberry Jr. were appointed to the Board’s Compensation Committee, with Jules Urbach and Eugene “Rod” Roddenberry Jr. serving as chair of the Audit Committee and chair of the Compensation Committee, respectively.

Following the appointment of Eugene “Rod” Roddenberry Jr., Jules Urbach, and Vinny Lingham, the Board is comprised of three classes. The term of office of the first class of directors, Class I, consisting of Jules Urbach and Vinny Lingham, will expire at the Company’s first annual meeting of shareholders. The term of office of the second class of directors, Class II, consisting of Eugene “Rod” Roddenberry Jr., will expire at the Company’s second annual meeting of shareholders. The term of office of the third class of directors, Class III, consisting of Trevor Harries-Jones and Ryan Shea, will expire at the Company’s third annual meeting of shareholders.

On February 10, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6 to the Registration Statement, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On February 10, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Articles”), effective the same day. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

~~A total~~As ofpreviously ~~$350~~reported,~~000,000~~ ~~of the net proceeds from the IPO (which amount includes up to $14,000,000 of the underwriters’ deferred commission)~~on ~~and~~February ~~the sale of the Private Placement Warrants~~12, ~~was placed in a U.S.-based trust account maintained by Continental~~2026, ~~acting~~Idea asAcquisition ~~trustee~~Corp. ~~Except~~ ~~with respect to interest earned on~~ (the ~~funds held in the trust account that may be released to the~~ “Company”) toconsummated ~~pay~~ its ~~taxes~~initial ~~(which shall~~public ~~exclude~~offering ~~any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act~~ (“IPO”) of ~~2022 that is imposed on us~~35, ~~if any) and up to $100~~000,000 ofunits ~~interest to pay liquidation expenses,~~ (the ~~funds~~“Units”). ~~held~~Each inUnit ~~the~~consists ~~trust account will not be released from the trust account until the earliest~~ of ~~(i) the~~one ~~completion~~Class ofA ~~the~~ordinary ~~Company’s~~share ~~initial business combination or an earlier redemption in connection with the commencement~~ of the ~~consummation of the initial business combination if the~~ Company, ~~determines~~par itvalue ~~is desirable to~~$0.0001 ~~facilitate~~per ~~the~~share ~~completion of the initial business combination,~~ (~~ii)~~ the ~~redemption of the~~ “Class A Ordinary Shares ~~included in the Units sold in the IPO (the “public shares~~”), ifand ~~the~~one-third ~~Company~~of isone ~~unable~~redeemable towarrant ~~complete~~of ~~its initial business combination within 24 months from~~ the ~~closing~~Company of(each ~~the~~whole ~~IPO~~ warrant, a ~~subject to applicable law or (iii~~“Warrant”) ~~the~~, ~~redemption~~with ofeach ~~any~~Warrant ofentitling the ~~public~~holder ~~shares~~thereof ~~properly submitted in connection with a shareholder vote~~ to ~~amend~~purchase ~~the~~one ~~Company’s~~Class ~~Amended Articles (~~A~~) to~~ ~~modify~~Ordinary ~~the~~Share ~~substance~~for or$11.50 ~~timing~~per ofshare, ~~the~~subject ~~Company’s obligation~~ to ~~allow~~adjustment. ~~redemption~~The inUnits ~~connection~~were ~~with~~sold ~~its~~at ~~initial~~a ~~business~~price ~~combination or to redeem 100%~~ of ~~its~~$10.00 ~~public shares~~per ifUnit, itgenerating ~~has~~gross ~~not~~proceeds ~~consummated~~to ~~an initial business combination within 24 months from~~ the ~~closing~~Company of ~~the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity~~$350,000,000.

Also as previously reported, on February 12, 2026, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) to Idea Tender LLC (the “Sponsor”), Cantor Fitzgerald & Co., as representative of the underwriters (the “Representative”), and Odeon Capital Group, LLC (together with the Representative, the “Underwriters”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,000,000. Of the 6,000,000 Private Placement Warrants, the Sponsor purchased 3,666,667 Private Placement Warrants and the Underwriters purchased an aggregate of 2,333,333 Private Placement Warrants.

OnA ~~February 10,~~total ~~2026~~of $350,000,000 of the ~~Company~~proceeds ~~issued~~from athe ~~press~~IPO ~~release~~and ~~announcing~~Private ~~the~~Placement, ~~pricing~~which amount includes up to $14,000,000 of the ~~IPO~~underwriters’ deferred commission, was placed in a ~~copy~~U.S.-based oftrust ~~which~~account ismaintained ~~attached~~by asContinental ~~Exhibit 99.1~~Stock toTransfer ~~this~~& ~~Current Report~~Trust onCompany, ~~Form 8-K~~acting as trustee.

OnAn audited balance sheet as of February 12, 2026~~, the~~ ~~Company~~reflecting ~~issued~~receipt aof ~~press~~the ~~release~~proceeds ~~announcing~~upon ~~the~~consummation ~~closing~~ of the IPO, aand ~~copy~~the ofPrivate ~~which~~Placement has been issued by the Company and is ~~attached~~included as Exhibit 99.21 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 10, 2026, by and between the Company and the Representative.
99.1		Audited Balance Sheet as of February 12, 2026.
3.1		Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
4.1		Warrant Agreement, dated February 10, 2026, by and between the Company and Continental, as warrant agent.
10.1		Letter Agreement, dated February 10, 2026, by and among the Company, its executive officers, its directors and the Sponsor.
10.2		Investment Management Trust Agreement, dated February 10, 2026, by and between the Company and Continental, as trustee.
10.3		Registration Rights Agreement, dated February 10, 2026, by and among the Company, the Sponsor and the Holders signatory thereto.
10.4		Private Placement Warrants Purchase Agreement, dated February 10, 2026, by and between the Company and the Sponsor.
10.5		Private Placement Warrants Purchase Agreement, dated February 10, 2026, by and between the Company and the Representative.
10.6		Private Placement Warrants Purchase Agreement, dated February 10, 2026, by and between the Company and Odeon.
10.7		Administrative Services and Indemnification Agreement, dated February 10, 2026, by and between the Company and the Sponsor.
99.1		Press Release, dated February 10, 2026.
99.2		Press Release, dated February 12, 2026.

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: February 13, 2026
Dated: February 20, 2026

Filing Compare · Idea Acquisition Corp.