ILLU 10-K & 10-Q changes, risk factors and insider trading

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Illumination Acquisition Corp I. References to our “management” or our “management team” refer to our officers and directors.directors, and references to the “Sponsor” refer to Illumination Acquisition 1 Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

We have neither engaged in any operations nor generated generated any revenues to date. Our only activities from November 18, 2025 (inception) through FebruaryMay 28,31, 2026 were organizational activities, those those necessary to prepare for the Initial Public Offering, described below, and identifyingseeking to identify a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we expect to generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We expect that we will incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended FebruaryMay 28,31, 2026, we had a net lossincome of $87,593,$1,925,144, which consisted of interest earned on marketable securities held in Trust Account of $2,037,464, referral fee income of $69,000, offset by formation, general and administrative costs.costs of $181,320.

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor which were fully repaid subsequent to the closing of the Initial Public Offering. As of FebruaryMay 28,31, 2026, we had no cash, had $3,741,247 $824,832 in cash and cash equivalents and working capital deficitsurplus of $319,434.$810,621.

Subsequent to the quarterly period covered by this Quarterly Report on Form 10-Q, onOn March 2, 2026, we consummated the Initial Public Offering of 23,000,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 625,000 Private Placement Units in a private placement to the Sponsor and the representative of the underwriters in the Initial Public Offering, at $10.00 per Private Placement Units, generating gross proceeds of $6,250,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Units, a total of $230,000,000 was placed in the Trust Account. We incurred total transaction costs of the Initial Public Offering amounting to $13,260,344, consisting of a $4,600,000 of cash underwriting fee, a $8,050,000 of deferred underwriting fee and $610,344 of other offering costs.

For the threesix months ended February 28,May 31, 2026, net cash used in operating activities was $41,661.$270,625. Net lossincome of $87,593$1,837,551 was affected by interest earned on marketable securities held in Trust Account of $2,037,464, payment of operating expenses through advances from related party of $12,445, payment of operating expenses through promissory note – related party of $31,754 and changes in accrued expensesoperating assets and liabilities of $1,733.$114,911.

As of May 31, 2026, we had cash of $824,832. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts.amounts unless the lender opted to convert such amounts into units as described below. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per Unit at the option of the lender. Such units would be identical to the Private Placement Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of FebruaryMay 28,31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Commencing on February 26, 2026, the Company entered into an agreement with the Sponsor to pay an aggregate of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 per month fee. For the three and six months ended May 31, 2026, the Company incurred fees of $60,000 for these services.

The Company granted the underwriters a 45-day option option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. On March 2,February 27, 2026, the underwriters exercised their over-allotment option, closing on the 3,000,000 additional Units simultaneously with the Initial Public Offering.

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of FebruaryMay 28,31, 2026, we did not have any critical accounting estimates to be disclosed.