Illumination Acquisition Corp I 提交首份10-Q，IPO集資2.3億美元信託餘額約2.32億

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Table of Contents 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

☒  QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

For the quarter ended May 31, 2026

 

☐  TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

For the transition period from           to           

 

Commission file number: 001-43169

 

ILLUMINATION ACQUISITION CORP I

(Exact Name of Registrant as Specified in Its
Charter)

 

 
 Cayman Islands
  
 N/A

 
 (State or other jurisdiction of

incorporation or organization)
  
 (I.R.S. Employer

Identification No.)

 
 

570 Lexington Avenue, 40th Floor

New York, NY 10022

(Address of principal executive offices)

 

(646) 348-9369

(Issuer’s telephone number)

 

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
  
 ILLUU
  
 The Nasdaq Stock Market LLC

 
 Class A Ordinary shares, par value $0.0001 per share
  
 ILLU
  
 The Nasdaq Stock Market LLC

 
 Redeemable warrants, each exercisable for Class A ordinary shares at an exercise price of $11.50 per share
  
 ILLUW
  
 The Nasdaq Stock Market LLC

 
 

Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (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 past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 growth company.
See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 
 Large accelerated filer
 ☐
 Accelerated filer
 ☐

 
 Non-accelerated filer
 ☒
 Smaller reporting company
 ☒

 
  
  
 Emerging 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 revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

 

As of July 15, 2026, there were 23,625,000
Class A ordinary shares, par value $0.0001 per share, and 7,666,667
Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

 

 

 

  

Table of Contents 

 

ILLUMINATION ACQUISITION CORP I

 

FORM 10-Q FOR THE QUARTER ENDED MAY 31, 2026

 

TABLE OF CONTENTS

 

 
  
  
 Page

 
 Part I. Financial Information
  
 1

 
 Item 1. Condensed Interim Financial Statements
  
 1

 
 Condensed Balance Sheets as of May 31, 2026 (Unaudited) and November 30, 2025
  
 1

 
 Condensed Statements of Operations for the Three and Six Months Ended May 31, 2026 (Unaudited)
  
 2

 
 Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended May 31, 2026 (Unaudited)
  
 3

 
 Condensed Statement of Cash Flows for the Six Months Ended May 31, 2026 (Unaudited)
  
 4

 
 Notes to Condensed Financial Statements (Unaudited)
  
 5

 
 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
  
 17

 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 18

 
 Item 4. Controls and Procedures
  
 19

 
  
  
  

 
 Part II. Other Information
  
 20

 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 20

 
 Item 5. Other Information
  
 20

 
 Item 6. Exhibits
  
 21

 
  
  
  

 
 Part III. Signatures
  
 22

 

 

 i

 Table of Contents 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Condensed Interim Financial Statements

 

ILLUMINATION ACQUISITION CORP I

CONDENSED BALANCE SHEETS

 

 
   
 May 31,
 2026  
 November 30,
 2025 

 
   
 (Unaudited)  
   

 
 Assets 
     
    

 
 Current assets 
     
    

 
 Cash equivalents 
 $824,832  
 $— 

 
 Referral fee 
  23,000  
  — 

 
 Prepaid expenses 
  61,040  
  — 

 
 Prepaid insurance 
  62,500  
  — 

 
 Total current assets 
  971,372  
  — 

 
 Deferred offering costs 
  —  
  32,300 

 
 Prepaid insurance – long-term 
  46,875  
  — 

 
 Marketable Securities held in Trust Account 
  232,037,464  
  — 

 
 Total Assets 
 $233,055,711  
 $32,300 

 
   
     
    

 
 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit 
     
    

 
 Current liabilities 
     
    

 
 Accrued expenses 
 $85,751  
 $7,247 

 
 Accrued offering costs 
  75,000  
  7,300 

 
 Total current liabilities 
  160,751  
  14,547 

 
 Deferred underwriting fee 
  8,050,000  
  — 

 
 Total Liabilities 
  8,210,751  
  14,547 

 
   
     
    

 
 Commitments and Contingencies (Note 6) 
  -  
  - 

 
 Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.09 per share as of May 31, 2026 and none as of November 30, 2025 
  232,037,464  
  — 

 
   
     
    

 
 Shareholders’ Deficit 
     
    

 
 Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of May 31, 2026 and November 30, 2025 
  —  
  — 

 
 Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 625,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of May 31, 2026 and none as of November 30, 2025 
  63  
  — 

 
 Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding as of May 31, 2026 and November 30, 2025(1) 
  767  
  767 

 
 Additional paid-in capital
  
  —  
  24,233 

 
 Accumulated deficit
  
  (7,193,334) 
  (7,247)

 
 Total Shareholders’ Deficit 
  (7,192,504) 
  17,753 

 
 Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit 
 $233,055,711  
 $32,300 

 

 

(1)As
of November 30, 2025, includes 1,000,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not
exercised in full or in part by the underwriters. On February 27, 2026, the underwriters exercised their over-allotment option in full
as part of the closing of the Initial Public Offering. As a result, the 1,000,000 Founder Shares are no longer subject to forfeiture
(Note 7). 

 

Class
A ordinary shares [Member] 

-

The accompanying notes are an integral part of
these unaudited condensed financial statements.

 

 1

 Table of Contents 

 

ILLUMINATION ACQUISITION CORP I

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 
   
    
   

 
   
 For the
 Three Months
 Ended
 May 31,  
 For the
 Six Months
 Ended
 May 31, 

 
   
 2026  
 2026 

 
 Formation, general and administrative costs 
 $181,320  
 $268,913 

 
 Loss from operations 
  (181,320) 
  (268,913)

 
   
     
    

 
 Other income: 
     
    

 
 Interest earned on marketable securities held in Trust Account 
  2,037,464  
  2,037,464 

 
 Referral Fee Income 
  69,000  
  69,000 

 
 Total other income, net 
  2,106,464  
  2,106,464 

 
 Net income 
 $1,925,144  
 $1,837,551 

 
   
     
    

 
 Weighted average shares outstanding, Class A ordinary shares 
  11,747,238  
  11,747,238 

 
 Basic net income per ordinary share, Class A ordinary shares 
 $0.10  
 $0.10 

 
   
     
    

 
 Weighted average shares outstanding, Class A ordinary shares 
  11,747,238  
  11,747,238 

 
 Diluted net income per ordinary share, Class A ordinary shares 
 $0.10  
 $0.09 

 
   
     
    

 
 Weighted average shares outstanding, Class B ordinary shares 
  7,655,678  
  7,163,905 

 
 Basic net income per ordinary share, Class B ordinary shares 
 $0.10  
 $0.10 

 
   
     
    

 
 Weighted average shares outstanding, Class B ordinary shares 
  7,666,667  
  7,666,667 

 
 Diluted net income per share, Class B ordinary shares 
 $0.10  
 $0.09 

 

 

The accompanying notes are an integral part of
these unaudited condensed financial statements.

 

 2

 Table of Contents 

 

ILLUMINATION ACQUISITION CORP I

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’
DEFICIT

(UNAUDITED)

 

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2026

 

 
   
    
    
    
    
   

 
   
 Class A
 Ordinary Shares  
 Class B
 Ordinary Shares  
 Additional Paid-in  
 Accumulated  
 Total
 Shareholders’ 

 
   
 Shares  
 Amount  
 Shares  
 Amount  
 Capital  
 Deficit  
 Deficit 

 
 Balance — November 30, 2025 
  —  
 $—  
  7,666,667(1)  
 $767  
 $24,233  
 $(7,247) 
 $17,753 

 
   
     
     
     
     
     
     
    

 
 Net loss 
  —  
  —  
  —  
  —  
  —  
  (87,593) 
  (87,593)

 
   
     
     
     
     
     
     
    

 
 Balance – February 28, 2026 (unaudited) 
  —  
  —  
  7,666,667(1)  
  767  
  24,233  
  (94,840) 
  (69,840)

 
   
     
     
     
     
     
     
    

 
 Accretion for Class A Ordinary Shares to redemption amount 
  —  
  —  
  —  
  —  
  (9,075,849) 
  (9,023,638) 
  (18,099,487)

 
   
     
     
     
     
     
     
    

 
 Sale of 625,000 Private Placement Units 
  625,000  
  63  
  —  
  —  
  6,249,937  
  —  
  6,250,000 

 
   
     
     
     
     
     
     
    

 
 Fair value of Public Warrants at issuance 
  —  
  —  
  —  
  —  
  2,990,000  
  —  
  2,990,000 

 
   
     
     
     
     
     
     
    

 
 Allocated value of transaction costs to Class A Ordinary Shares 
  —  
  —  
  —  
  —  
  (188,321) 
  —  
  (188,321)

 
   
     
     
     
     
     
     
    

 
 Net income 
  —  
  —  
  —  
  —  
  —  
  1,925,144  
  1,925,144 

 
   
     
     
     
     
     
     
    

 
 Balance – May 31, 2026 (unaudited) 
  625,000  
 $63  
  7,666,667  
 $767  
 $—  
 $(7,193,334) 
 $(7,192,504)

 

 

(1)As
of November 30, 2025, includes 1,000,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option is
not exercised in full or in part by the underwriters. On February 27, 2026, the underwriters exercised their over-allotment option in
full as part of the closing of the Initial Public Offering. As a result, the 1,000,000 Founder Shares are no longer subject to forfeiture
(Note 7).

Accumulated Deficit

Additional Paid-in Capital

 

The accompanying notes are an integral part of
these unaudited condensed financial statements.

 

 3

 Table of Contents 

 

ILLUMINATION ACQUISITION CORP I

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED MAY 31, 2026

(UNAUDITED)

 

 
   
    

 Cash Flows from Operating Activities: 
    

 
 Net income 
 $1,837,551 

 
 Adjustments to reconcile net income to net cash used in operating activities: 
    

 
 Payment of formation, general and administrative costs through advances from related party 
  12,445 

 
 Payment of formation, general and administrative costs through promissory note - related party 
  31,754 

 
 Interest earned on marketable securities held in Trust Account 
  (2,037,464)

 
 Changes in operating assets and liabilities: 
    

 
 Referral Fee 
  (23,000)

 
 Prepaid expenses 
  (61,040)

 
 Prepaid insurance 
  (109,375)

 
 Accrued expenses 
  78,504 

 
 Net cash used in operating activities 
  (270,625)

 
   
    

 
 Cash Flows from Investing Activities: 
    

 
 Investment of cash in Trust Account 
  (230,000,000)

 
 Net cash used in investing activities 
  (230,000,000)

 
   
    

 
 Cash Flows from Financing Activities: 
    

 
 Proceeds from sale of Units, net of underwriting discounts paid 
  225,400,000 

 
 Proceeds from sale of Private Placement Units 
  6,250,000 

 
 Proceeds from promissory note - related party 
  117,000 

 
 Repayment of promissory note - related party 
  (173,808)

 
 Payment of offering costs 
  (497,735)

 
 Net cash provided by financing activities 
  231,095,457 

 
   
    

 
 Net Change in Cash Equivalents 
  824,832 

 
 Cash equivalents – Beginning of period 
  — 

 
 Cash equivalents – End of period 
 $824,832 

 
   
    

 
 Noncash investing and financing activities: 
    

 
 Deferred offering costs included in accrued offering costs 
 $67,700 

 
 Deferred offering costs paid through advances from related party 
 $109 

 
 Deferred offering costs paid through promissory note - related party 
 $12,500 

 
 Deferred underwriting fee payable 
 $8,050,000 

 
 Conversion of advances from related party to promissory note - related party 
 $12,554 

 

 

The accompanying notes are an integral part of
the unaudited condensed financial statements.

 

 4

 Table of Contents 

 

ILLUMINATION ACQUISITION CORP I

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2026

(Unaudited)

 

Class B ordinary shares [Member]

Note 1 — Organization and Business Operations

 

Illumination Acquisition Corp I (the “Company”)
is a blank check company incorporated in the Cayman Islands on November 18, 2025. The Company was formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one
or more businesses (the “Business Combination”).

 

As of May 31, 2026, the Company had not commenced
any operations. All activity for the period from November 18, 2025 (inception) through May 31, 2026 relates to the Company’s formation
and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public
Offering, seeking to identify a target company for a Business Combination. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form
of interest income from the proceeds derived from the Initial Public Offering. The Company has selected November 30 as its fiscal year
end.

 

The Company’s sponsor is Illumination
Acquisition 1 Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering
was declared effective on February 26, 2026. On March 2, 2026, the Company consummated the Initial Public Offering of 23,000,000
units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public
Shares”) 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, the Company consummated the sale of 625,000
private placement units (each, a “Private Placement Unit”), at a price of $10.00
per Private Placement Unit in a private placement to the Sponsor and to BTIG, LLC, the representative of the underwriters in the
Initial Public Offering, at $10.00
per Unit, generating gross proceeds of $6,250,000.
Of those 625,000
Private Placement Units, the Sponsor purchased 395,000
Private Placement Units and BTIG, LLC purchased 230,000
Private Placement Units. Each Unit consists of one Class A ordinary share (the “Public Shares”) and one-third of one
redeemable warrant (the “Public Warrants”). Each Private Placement Unit consists of one Class A ordinary share
(“Private Placement Share”) and one-third of one warrant (“Private Placement Warrant”). Each whole Public
Warrant and Private Placement Warrant (together the “Warrants”) entitles the holder to purchase 1 one
Class A ordinary share at a price of $11.50
per share, subject to adjustment. 

 

Transaction costs from the Initial Public Offering
amounted to $13,260,344, consisting of a $4,600,000 of cash underwriting fees, a $8,050,000 deferred underwriting fees and $610,344 of
other offering costs.

 

The Company’s Business Combination must
be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account
(as defined below) (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time
of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the
post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully
effect a Business Combination.

 

Upon the closing of the Initial Public Offering
on March 2, 2026, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net
proceeds from the sale of the Private Placement Units was held in a trust account (the “Trust Account”) and has initially
been invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The holding
of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To
mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk
increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s
ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee
to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing
demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to
the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not
be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii)
the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months
from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve
(the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly
submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination
or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion
Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which
could have priority over the claims of the Company’s public shareholders.

 

The Company will provide the Company’s public
shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they abstain, vote for, or
vote against, the initial Business Combination upon completion of the initial Business Combination either (i) in connection with a shareholder
meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision
as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be
made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial Business Combination, including interest earned on the funds held in the Trust Account and not released to pay taxes (less
taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is
initially anticipated to be $10.00 per Public Share. The Class A ordinary shares subject to redemption were recorded at redemption value
and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” 

 

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ILLUMINATION ACQUISITION CORP I

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MAY 31, 2026

(Unaudited)

 

The Company will have only the duration of the
Completion Window to complete the initial Business Combination, unless the Company’s shareholders otherwise approve an amendment
to the Company’s amended and restated memorandum and articles of association to extend the Completion Window. If the Company is
unable to complete its initial Business Combination within the Completion Window or any extension of the Completion Window, the Company
will as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor),
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not released to pay taxes (which interest shall be net of taxes (excluding
any Excise Tax, or similar tax, imposed on us) and less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any),
subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements
of applicable law.

 

In connection with the Initial Public Offering,
the Sponsor, officers and directors (“Insiders”) entered into a letter agreement with the Company, pursuant to which they
agree to waive their redemption rights with respect to any shares held by them in connection with the completion of the initial Business
Combination. Additionally, the Insiders agreed to waive their rights to liquidating distributions from the Trust Account with respect
to the Founder Shares and Private Placement Shares they hold if the Company fails to complete the initial Business Combination within
the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the Trust Account, if any.
If the Company does not complete the initial Business Combination within the prescribed time frame, the Private Placement Units (and the
securities comprising such units) will likely be worthless. Furthermore, the Insiders agreed not to transfer, assign or sell any of the
Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the
completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which
the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having
the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price
of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial
Business Combination, the Founder Shares will be released from the lock-up. The Private Placement Units (including the securities comprising
such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable until 30
days following the completion of the initial Business Combination. Because each of the officers and directors own ordinary shares or units
directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business
with which to effectuate the initial Business Combination.

 

The Company’s Sponsor has agreed that it
will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,
or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar
agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public
Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable (excluding any Excise Tax, or similar
tax, imposed on the Company), provided that such liability will not apply to any claims by a third party or prospective target business
who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will
it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (“Securities Act”). However, the Company has not asked the Sponsor to reserve
for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its
indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company
cannot assure that the Sponsor would be able to satisfy those obligations.

 

Note 2 — Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of
the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited
condensed financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations
of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete
presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed
financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of
the financial position, operating results and cash flows for the period presented.

 

The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on
February 27, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 6, 2026. The interim results
for the three and six months ended May 31, 2026 are not necessarily indicative of the results to be expected for the year ending November
30, 2026 or for any future periods.

 

Liquidity and Going Concern Considerations

 

The Company’s liquidity needs up to May
31, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $250,000 (Note 5) and the net
proceeds of the Initial Public Offering not held in the Trust Account. As of May 31, 2026, the Company had $824,832 in cash equivalents
and had working capital of $810,621.

 

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ILLUMINATION ACQUISITION CORP I

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2026

(Unaudited)

 

In order to finance transaction costs in connection
with an intended initial Business Combination, the Insiders or any of their affiliates may, but are not obligated to, loan the Company
funds as may be required on a non-interest basis (the “Working Capital Loans”). If the Company completes an initial Business
Combination, the Company would repay such loaned amounts unless the holder opted to convert such amounts into units as described below.
In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay
such loaned amounts but no proceeds from the 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. As of May 31, 2026, no such Working Capital Loans were outstanding.

 

In connection with the Company’s assessment
of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,”
the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.
However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business
Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business
prior to the initial Business Combination. The Company has the completion window to complete the initial Business Combination. Management
plans to consummate an initial Business Combination prior to the end of the combination period. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate after the end of the combination period. There can be no
assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful.

 

Emerging Growth Company Status

 

The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not
to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements
with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the
extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of the unaudited condensed financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported
amounts of expenses during the reporting period. Actual results could differ from those estimates.

 

Making estimates requires management to exercise
significant judgment. 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 differ significantly from those
estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $824,832 and $0 in cash equivalents
as of May 31, 2026 and November 30, 2025, respectively.

 

Marketable Securities Held in Trust Account

 

As of May 31, 2026 and November 30, 2025, the
assets held in the Trust Account, amounting to $232,037,464 and $0, respectively, were held in money market funds which are invested primarily
in U.S. Treasury Securities. The money market funds held in Trust Account are classified as trading securities. Trading securities are
presented on the condensed balance sheets at fair value at the end of each reporting period. The estimated fair values of money market
funds held in the Trust Account are determined using available market information.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant
adverse impact on the Company’s financial condition, results of operations, and cash flows.

 

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ILLUMINATION ACQUISITION CORP I

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2026

(Unaudited)

 

Fair Value of Financial Instruments

 

The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

 

Class A Ordinary Shares Subject to Possible Redemption

 

The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC 480-10-S99, the
Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within
the control of the Company. The Company will recognize changes in redemption value immediately as they occur and will adjust the carrying
value of redeemable shares to equal the redemption value at the end of each reporting period. The change in the carrying value of redeemable
shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of
May 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of
the shareholders’ deficit section of the Company’s condensed balance sheets. As of May 31, 2026, the Class A ordinary shares
subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

 

 
 Schedule of Class A Ordinary Shares Subject to Possible Redemption
 
    

 Gross proceeds 
 $230,000,000 

 
 Less: 
    

 
 Proceeds allocated to Public Warrants 
  (2,990,000)

 
 Public Shares issuance costs 
  (13,072,023)

 
 Plus: 
    

 
 Remeasurement of carrying value to redemption value 
  18,099,487 

 
 Class A ordinary shares subject to possible redemption, May 31, 2026 
 $232,037,464 

 

 

Income Taxes

 

The Company accounts for income taxes under FASB
ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income
taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited condensed financial statements and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.

 

FASB ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the unaudited condensed financial statements recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination
by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of May 31, 2026 and
November 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

The Company is considered to be a Cayman Islands
exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. 

 

Warrant Instruments

 

The Company accounts for the Public Warrants and
Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance
contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Warrant
instruments under equity treatment at their relative fair values. There are 7,666,667 Public Warrants and 208,333 Private Placement Warrants
outstanding as of May 31, 2026 and none as of November 30, 2025.

 

Net Income per Ordinary Share

 

The Company complies with accounting and disclosure
requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Ordinary
Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share
is calculated by dividing the net income by the weighted average Ordinary Shares outstanding for the respective period.

 

With respect to the accretion of Class A Ordinary
Shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as
a dividend paid to the shareholders in the calculation of the net income per ordinary share.

 

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ILLUMINATION ACQUISITION CORP I

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2026

(Unaudited)

 

The following table reflects the calculation of
basic and diluted net income per ordinary share (in dollars, except per share amounts):

 

 Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Shares
 
     
     
     
    

   
 For the Three Months Ended  
 For the Six Months Ended 

 
   
 May 31,