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.

		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

	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


	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


	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	)


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


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


	For the Three Months Ended				For the Six Months Ended
	May 31, 2026				May 31, 2026
	Class A		Class B		Class A		Class B
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	1,165,553	$	759,591	$	1,141,451	$	696,100
Denominator:
Basic weighted average shares outstanding		11,747,238		7,655,678		11,747,238		7,163,905
Basic net income (loss) per ordinary share	$	0.10	$	0.10	$	0.10	$	0.10


	For the Three Months Ended May 31, 2026		For the Six Months Ended May 31, 2026
Formation, general and administrative costs	$	181,320	$	268,913
Referral fee income	$	69,000	$	69,000
Interest earned on marketable securities held in Trust Account	$	2,037,464	$	2,037,464


Level 1 [Member]	Level	May 31, 2026
Marketable Securities held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	232,037,464


Level 3 [Member]	March 2, 2026
Expected term to de-SPAC (years)		2.0
Probability of de-SPAC and market adjustment		35.0	%
Risk-free rate (continuous) Risk-free rate (continuous) [Member]		3.78	%
Implied Class A share price Implied Class A share price [Member]	$	9.87
Exercise price Exercise price [Member]	$	11.50
Simulation term (years) Simulation term (years) [Member]		7.0
Selected volatility Selected volatility [Member]		4.0	%

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		Inline XBRL Instance Document
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished.

	ILLUMINATION ACQUISITION CORP I

Date: July 15, 2026	By:	/s/ John Lipman
	Name:	John Lipman
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: July 15, 2026	By:	/s/ Steven Kaplan
	Name:	Steven Kaplan
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)