UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~March 262, 2026

ILLUMINATION ACQUISITION CORP I

(Exact Name of Registrant as Specified in Charter)

Cayman Islands

001-43169

N/A

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

570 Lexington Avenue, 40th Floor

New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

(646) 348-9369

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 13.0102. ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

OnThe ~~February~~information ~~26,~~provided ~~2026,~~in ~~the~~Item ~~Registration~~8.01 ~~Statement~~of onthis Form S8-1K ~~(SEC~~is ~~File~~incorporated ~~No.~~by ~~333-292445)~~reference ~~(the~~into ~~“Registration Statement”)~~this ~~relating~~Item ~~to the initial public offering (the “IPO”) of units of Illumination Acquisition Corp I (the “Company”) was declared effective~~3.02.

~~On February~~Item ~~26, 2026, the Company entered into various agreements filed as exhibits to the Registration Statement~~8. ~~The Company also adopted an amended and restated memorandum and articles of association~~01. ~~The~~Other material terms of such agreements and the amended and restated memorandum and articles of association are fully described in the Company’s final prospectus, dated February 26, 2026, as filed with the SEC on February 27, 2026Events. ~~This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated certificate of incorporation.~~

~~Item~~On 5March 2, 2026, Illumination Acquisition Corp I (the “Company”) consummated the initial public offering (“IPO”) of 23,000,000 of its units (“Units”), including 3,000,000 Units subject to the underwriters’ over-allotment option.~~02.~~ ~~Departure~~Each Unit consists of ~~Directors~~one orClass ~~Certain~~A ~~Officers;~~ordinary ~~Election~~share, $.0001 par value (“Ordinary Shares”), of ~~Directors;~~the ~~Appointment~~Company and one-third of ~~Certain~~one ~~Officers;~~redeemable warrant ~~Compensatory~~(“Warrant”), ~~Arrangements~~with each whole warrant entitling the holder to purchase one Ordinary Share for $11.50. The Units were sold at an offering price of ~~Certain~~$10.00 ~~Officers~~per Unit, generating gross proceeds of $230,000,000.

OnSimultaneously ~~February~~with ~~26,~~the consummation ~~2026~~of the IPO, inthe ~~connection~~Company ~~with~~consummated the ~~IPO, James~~private ~~Manning,~~placement ~~Paul~~(“Private ~~Mann~~Placement”) of 625,000 ~~Anthony~~units ~~DiGiandomenico~~(“Private Placement ~~and~~Units”) ~~Eric~~at ~~Helenek~~a ~~were~~price ~~appointed~~of to$10.00 ~~the~~per ~~board~~Private ofPlacement ~~directors~~Unit, ofgenerating ~~the~~total ~~Company~~proceeds ~~(the~~of ~~“Board”)~~$6,250,000. The Private Placement ~~Mr.~~Units ~~Manning,~~were ~~Mr.~~purchased ~~Mann,~~by ~~Mr.~~the ~~DiGiandomenico~~Company’s initial shareholders and ~~Mr.~~the ~~Helenek~~underwriters ~~are~~in ~~independent~~the ~~directors~~IPO. ~~Effective~~The ~~February~~Private ~~26,~~Placement ~~2026,~~Units ~~Mr.~~are ~~Mann,~~identical to ~~Mr.~~the ~~DiGiandomenico and~~Units ~~Mr.~~included ~~Helenek~~in ~~were~~the ~~appointed~~Units tosold in the ~~Board’s~~IPO. ~~Audit~~The ~~Committee~~purchasers ~~and~~of ~~Mr.~~the ~~Manning,~~Private ~~Mr.~~Placement ~~DiGiandomenico~~Units ~~and~~have ~~Mr.~~agreed ~~Helenek~~not ~~were~~to ~~appointed~~transfer, assign, toor sell any of the ~~Compensation~~Private ~~Committee,~~Placement ~~with~~Units ~~Mr.~~or ~~Mann~~Ordinary ~~serving~~Shares asor ~~chairman~~Warrants ofunderlying the ~~Audit~~Private ~~Committee~~Placement ~~and~~Units ~~Mr.~~(except ~~DiGiandomenico~~to ~~serving~~certain astransferees) until ~~chairman~~after the completion of the ~~Compensation~~Company’s ~~Committee~~initial business combination.

~~Following~~An ~~the~~audited ~~appointment~~balance ~~of Mr. Manning, Mr. Mann,~~sheet ~~Mr.~~as ~~DiGiandomenico~~of ~~and~~March ~~Mr. Helenek~~2, ~~the~~2026 ~~Board~~reflecting isreceipt ~~comprised~~ of the ~~following~~proceeds ~~three~~received ~~classes:~~by the ~~term~~Company ofin ~~office~~connection ofwith the ~~first~~consummation ~~class~~ of ~~directors, Class~~the I,IPO ~~consists of Mr. Helenek~~ and ~~Mr.~~the Private ~~Manning~~Placement ~~and~~has ~~will~~been ~~expire~~issued atby the Company’s ~~first~~and ~~annual~~is ~~meeting~~included ofas ~~shareholders;~~Exhibit ~~the~~99.1 ~~term of~~to ~~office~~this ofCurrent ~~the~~Report ~~second~~on ~~class~~Form of8-K. ~~directors,~~A ~~Class~~copy ~~II, consists~~ of ~~Mr.~~the ~~Mann~~press release ~~and~~issued ~~Mr.~~by ~~DiGiandomenico will expire at~~ the Company’s ~~second annual~~announcing ~~meeting of shareholders; and~~ the ~~term~~consummation of ~~office of~~ the ~~third~~IPO ~~class~~and ofPrivate ~~directors,~~Placement ~~Class~~is ~~III,~~included ~~consists~~as ofExhibit ~~John~~99.2 ~~Lipman,~~to ~~David~~this ~~Rosenberg~~Current ~~and~~Report ~~Steven~~on ~~Kaplan~~Form ~~will expire at the Company’s third annual meeting of shareholders~~8-K.

OnItem February 26, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnification agreement with the Company in the form previously filed as Exhibit 109.401. toFinancial ~~the~~Statement ~~Registration~~and ~~Statement~~Exhibits.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(ad) ~~of Regulation S-K involving the Company.~~Exhibits:

The foregoing descriptions of the Letter Agreement and the form of indemnification agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnification agreement, copies of which are attached as Exhibit 10.4 and Exhibit 10.5 hereto, respectively, and are incorporated herein by reference.

Exhibit		Description
99.1		Audited Balance Sheet.

99.2		Press Release Announcing Consummation of IPO.

~~Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.~~SIGNATURE

OnPursuant to ~~February~~the ~~26,~~requirements ~~2026,~~of ~~in connection with~~ the ~~IPO, the~~Securities ~~Company~~Exchange ~~adopted~~Act ~~its Amended and Restated Memorandum and Articles~~ of ~~Association (the “Amended Charter”)~~1934, ~~effective~~ the ~~same~~ ~~day.~~registrant ~~The~~has ~~terms~~duly ofcaused ~~the~~this ~~Amended~~report ~~Charter~~to ~~are~~be ~~set~~signed ~~forth~~on inits ~~the~~behalf ~~Registration Statement and are incorporated herein~~ by ~~reference. A copy~~ of the ~~Amended~~undersigned ~~Charter~~hereunto isduly ~~attached as Exhibit 3~~authorized.~~1 hereto and incorporated herein by reference.~~

Item 8.01. Other Events.

Dated: March 6, 2026	ILLUMINATION ACQUISITION CORP I

	By:	/s/ John Lipman
		Name:	John Lipman
		Title:	Chief Executive Officer

~~On February 26, 2026, the Company issued a press release announcing the pricing of the IPO. A copy of such press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.~~2

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit		Description
1.1		Underwriting Agreement, dated February 26, 2026, between the Company and BTIG, LLC, as representative of the underwriters.
3.1		Amended and Restated Memorandum and Articles of Association.
4.1		Warrant Agreement, dated February 26, 2026, between the Company and Efficiency INC.
10.1		Investment Management Trust Agreement, dated February 26, 2026, between the Company and Efficiency INC.
10.2		Registration Rights Agreement, dated February 26, 2026, between the Company and certain security holders.
10.3		Administrative Services Agreement, dated February 26, 2026, between the Company and Illumination Acquisition 1 Sponsor LLC.
10.4		Letter Agreement, dated February 26, 2026, among the Company, its directors and officers and Illumination Acquisition 1 Sponsor LLC.
10.5		Form of Indemnification Agreement.
10.6		Private Placement Units Purchase Agreement, dated February 26, 2026, by and between the Company and Illumination Acquisition 1 Sponsor LLC.
10.7		Private Placement Units Purchase Agreement, dated February 26, 2026, by and between the Company and BTIG, LLC.
99.1		Press Release.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 2, 2026	ILLUMINATION ACQUISITION CORP I
	By:	/s/ John Lipman
		Name:	John Lipman
		Title:	Chief Executive Officer

Filing Compare · Illumination Acquisition Corp. I