Idea Acquisition Corp-A 2025年度报告

(Mark One) For the fiscalyear ended December31, 2025 For the transition period from toCommission File Number:001-43111IDEA ACQUISITION CORP.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange Act. Large accelerated filerNon-accelerated filerEmerging growth company 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 revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes⌧No☐ The registrant was not a public company as of June30, 2025 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equityheld by non-affiliates as of such date. As of March 31, 2026, there were an aggregate of 43,750,000 ordinary shares of the registrant issued and outstanding, consisting of 35,000,000 ClassA Ordinary Shares,par value $0.0001 per share, and 8,750,000 ClassB Ordinary Shares, par value $0.0001 per share. Documents Incorporated by Reference: None. TABLE OF CONTENTS PAGEPART I5Item 1. Business5Item 1A. Risk Factors16Item 1B. Unresolved Staff Comments58Item 1C. Cybersecurity58Item 2.Properties58Item 3.Legal Proceedings58Item 4.Mine Safety Disclosures58PART II58Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases ofEquity Securities58Item 6.[Reserved]59Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations59Item 7A. Quantitative and Qualitative Disclosures about Market Risk61Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure61Item 9A. Controls and Procedures.61Item 9B. Other Information62Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections62PART III62Item10.Directors, Executive Officers and Corporate Governance62Item11.Executive Compensation.67Item12.Security Ownership of Certain Beneficial Owners and Management and Related ShareholderMatters.68Item13.Certain Relationships and Related Transactions, and Director Independence68Item14.Principal Accounting Fees and Services70PART IV71Item15.Exhibits, Financial Statement Schedules71Item16.Form 10-K Summary73 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORSUMMARY Certain statements in this Annual Report on Form10-K (this “Form10-K”) may constitute “forward-lookingstatements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to,statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding thefuture. In addition, any statements that refer to projections, forecasts or other characterizations of future