Idea Acquisition Corp. Sample Contracts
UNDERWRITING AGREEMENT between IDEA ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: February 10, 2026 IDEA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2026 • Idea Acquisition Corp. • Blank checks • New York
The undersigned, Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2026 • Idea Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2026, is made and entered into by and among Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), Idea Tender LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), Odeon Capital Group, LLC (“Odeon” and, together with Cantor, the “Underwriters”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2026 • Idea Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), Idea Tender LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), Odeon Capital Group, LLC (“Odeon” and, together with Cantor, the “Underwriters”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between IDEA ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [•], 2026Underwriting Agreement • January 6th, 2026 • Idea Acquisition Corp. • Blank checks • New York
The undersigned, Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 13th, 2026 • Idea Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 10, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odeon Capital Group, LLC (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 13th, 2026 • Idea Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 10, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Idea Tender LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 6th, 2026 • Idea Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odeon Capital Group, LLC (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 22nd, 2025 • Idea Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2025 between Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
WARRANT AGREEMENTWarrant Agreement • February 13th, 2026 • Idea Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of February 10, 2026 between Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
IDEA ACQUISITION CORP. Los Angeles, California 90017Securities Subscription Agreement • October 22nd, 2025 • Idea Acquisition Corp. • New York
Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Idea Tender LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 10,062,500 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,312,500 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
IDEA ACQUISITION CORP.Administrative Services and Indemnification Agreement • February 13th, 2026 • Idea Acquisition Corp. • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Idea Acquisition Corp. (the “Company”) and Idea Tender LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the (i) consummation by the Company of an initial business combination (“Business Combination”) or (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 6th, 2026 • Idea Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Idea Tender LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 6th, 2026 • Idea Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
February 10, 2026 Idea Acquisition Corp. Los Angeles, California 90017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 13th, 2026 • Idea Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustments as described in the Prospectus (as defined belo
IDEA ACQUISITION CORP.Administrative Services and Indemnification Agreement • January 6th, 2026 • Idea Acquisition Corp. • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Idea Acquisition Corp. (the “Company”) and Idea Tender LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the (i) consummation by the Company of an initial business combination (“Business Combination”) or (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INDEMNITY AGREEMENTIndemnity Agreement • January 6th, 2026 • Idea Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
Idea Acquisition Corp. Los Angeles, California 90017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 6th, 2026 • Idea Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustments as described in the Prospectus (as defined belo
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 13th, 2026 • Idea Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 10, 2026 by and between Idea Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).