← Back to ILLU filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Illumination Acquisition Corp I · 10-Q · Q2 FY2026 · Period ended May 31, 2026
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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, 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.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)
and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results
to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form
10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for
future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify
such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s
current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the forward-looking statements. For information identifying important
factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to
the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange
Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website
at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the
Cayman Islands on November 18, 2025 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”).
We intend to effectuate our Business Combination
using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a
combination of cash, shares and debt.
We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated
any revenues to date. Our only activities from November 18, 2025 (inception) through May 31, 2026 were organizational activities, those
necessary to prepare for the Initial Public Offering, described below, and seeking 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 May 31, 2026, we had
a net income $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 of $181,320.
For the six months ended May 31, 2026, we had a
net income $1,837,551, 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 of $268,913.
Liquidity and Capital Resources
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 May 31, 2026, we had
$824,832 in cash and cash equivalents and working capital surplus of $810,621.
On 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 deferred underwriting fee and $610,344 of other offering costs.
For the six months ended May
31, 2026, net cash used in operating activities was $270,625. Net income of $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 operating assets and liabilities of $114,911.
We intend to use substantially all of the funds
held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete
our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our
Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth strategies.
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We intend to use substantially all of the funds
held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete
our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our
Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth strategies.
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
finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their 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
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 do not believe we will need to raise additional
funds in order to meet the expenditures required for operating our business. However, if our 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,
we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional
financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares
upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such
Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of May 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.
Contractual obligations
We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than as follows:
Administrative Services Agreement
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.
Underwriting Agreement
The Company granted the underwriters a 45-day 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 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 underwriters were paid a cash underwriting
discount of $4,600,000 upon the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting
discount of $8,050,000 in the aggregate, payable to BTIG, LLC which was deposited in the Trust Account and released to BTIG, LLC only
upon the completion of an initial Business Combination.
Critical Accounting Estimates
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 May 31, 2026, we did not have any critical accounting estimates to be disclosed.