References to the "Company," "Consilium Acquisitions Corp. I," "our," "us" or "we" refer to Consilium Acquisitions Corp. I. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this 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" 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 Quarterly Report
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 within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934. 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

Consilium Acquisition Corp. (the "Company") is a blank check company incorporated in the Cayman Islands as an exempted company on April 13, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified ("Business Combination").

The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2022, the Company had not commenced any operations. All activity for the three and six months ended June 30, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021 relates to the Company's formation, the proposed initial public offering ("Initial Public Offering"), which is described below, and pursuit of a business combination. The Company will not generate any operating revenues until after the completion of a 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 December 31 as its fiscal year end.



On January 18, 2022, the Company consummated its Initial Public Offering of
18,975,000 units (the "Units"), including the issuance of 2,475,000 Units as a
result of the underwriter's exercise of its over-allotment option. Each Unit
consists of one Class A ordinary share of the Company, par value $0.0001 per
share (an "Ordinary Share"), one right to acquire
one-tenth
of an Ordinary Share, and
one-half
of one redeemable warrant of the Company. Each whole warrant entitles the holder
thereof to purchase one Ordinary Share for $11.50 per share, subject to
adjustment. The Units were sold at a price of $10.00 per Unit, generating gross
proceeds to the Company of $189,750,000.

                                       19

--------------------------------------------------------------------------------

Table of Contents

Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 7,942,500 private placement warrants (the "Private Placement Warrants") at a purchase price of $1.00 per Private Placement Warrant, to the Company's sponsor, Consilium Acquisition Sponsor I, LLC (the "Sponsor"), generating gross proceeds to the Company of $7,942,500. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company's initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.



A total of $2,250,000 was deposited to the Company's operating account and a
total of $191,647,500, comprised of a portion of proceeds from the IPO and the
sale of the Private Placement Warrants, was placed in a U.S.-based trust account
at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust
Company, acting as trustee. 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 funds held in the trust account will not be released from the trust
account until the earliest to occur of: (1) the Company's completion of an
initial business combination; (2) the redemption of any public shares properly
submitted in connection with a shareholder vote to amend the Company's amended
and restated memorandum and articles of association (A) to modify the substance
or timing of the Company's obligation to allow redemption in connection with its
initial business combination or to redeem 100% of the Company's public shares if
the Company does not complete its initial business combination within 18 months
(or 24 months if the sponsor exercises its extension options) from the closing
of the IPO or (B) with respect to any other provision relating to shareholders'
rights or
pre-initial
business combination activity; and (3) the redemption of the Company's public
shares if the Company has not completed its initial business combination within
18 months (or 24 months if the sponsor exercises its extension options) from the
closing of the IPO, subject to applicable law.

Results of Operations

Our entire activity from inception through June 30, 2022 relates to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, a search for a Business Combination candidate. We will not be generating any operating revenues until the closing and completion of our Business Combination at the earliest.

For the three months ended June 30, 2022, we had a net loss of $114,949, which consisted of $255,027 in legal and accounting expenses, $119,110 of insurance expense, $20,685 of sponsor expenses, and $13,333 dues and subscriptions expense, offset by $293,206 unrealized gain on marketable securities held in the trust account.

For the six months ended June 30, 2022, we had a net loss of $299,723, which consisted of $289,191 in legal and accounting expenses, $221,205 of insurance expense, $20,685 of sponsor expenses, $121,488 dues and subscriptions expense, and $5 of bank fees, offset by $352,851 unrealized gain on marketable securities held in the trust account.

Going Concern Consideration

As of June 30, 2022, the Company had $339,626 in cash and working capital of $305,962.

The Company's liquidity needs through June 30, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share ("Class B ordinary shares" and shares thereof, "founder shares"), the Initial Public Offering and the sale of the private placement warrants (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs.



The Company has incurred and expects to continue to incur significant costs in
pursuit of its financing and acquisition plans. These conditions raise
substantial doubt about the Company's ability to continue as a going concern for
a period within one year after the date that the financial statements are
issued. Management plans to address this uncertainty through related party loans
from the Sponsor, an affiliate of the Sponsor, or certain of the Company's
officers and directors or their affiliates ("Working Capital Loans") and
effecting a Business Combination. However, there is no assurance that the
Company's plans to raise capital or to consummate a Business Combination will be
successful or successful within the Combination Period. In addition, management
is currently evaluating the impact of the
COVID-19
pandemic and its effect on the Company's financial position, results of its
operations and/or search for a target company.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern one year from the date this financial statement is issued. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.


                                       20

--------------------------------------------------------------------------------

Table of Contents

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of June 30, 2022.

The underwriter of the IPO is entitled to a deferred discount of $0.35 per Unit, or $6,641,250 in the aggregate. The deferred discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Commitments and Contingencies

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement



The Company granted the underwriter a
45-day
option from the date of the Initial Public Offering to purchase up to 2,475,000
additional Units to cover over-allotments, if any, at the Initial Public
Offering price less the underwriting discount. The underwriters exercised the
over-allotment option in full on January 18, 2022, the date of the Initial
Public Offering. The underwriter was entitled to a cash underwriting discount of
$0.20 per Unit, or $3,795,000 in the aggregate, which was paid upon the closing
of the Initial Public Offering. In addition, the underwriter is entitled to a
deferred fee of $0.35 per Unit, or $6,641,250 in the aggregate. The deferred fee
is payable to the underwriter from the amounts held in the Trust Account solely
in the event that the Company completes a Business Combination, subject to the
terms of the underwriting agreement.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States 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 financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:


                                       21

--------------------------------------------------------------------------------

Table of Contents

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022, 18,975,000 shares of Class A ordinary shares subject to possible redemption is presented, at redemption value equal to the amount held in the trust account, as temporary equity, outside of the shareholders' deficit section of the Company's balance sheet.

Net Income (Loss) Per Ordinary Share



The Company complies with accounting and disclosure requirements of ASC Topic
260, "Earnings Per Share". The statements of operations include a presentation
of income (loss) per Class A redeemable ordinary shares and income (loss) per
non-redeemable
Class B ordinary shares following the
two-class
method of income per common stock. In order to determine the net income (loss)
attributable to both the Class A redeemable ordinary shares and
non-redeemable
Class B ordinary shares, the Company first considered the total income (loss)
allocable to both sets of stock. This is calculated using the total net income
(loss) less any dividends paid. For purposes of calculating net income (loss)
per share, any remeasurement of the Class A ordinary shares subject to possible
redemption was treated as dividends paid to the public shareholders.

Recent Accounting Pronouncements



In August 2020, the FASB issued ASU
No. 2020-06,
"Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
("ASU
2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to
qualify for the derivative scope exception and it also simplifies the diluted
earnings per share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including
interim periods within those fiscal years, with early adoption permitted. The
Company is currently assessing the impact, if any, that ASU 2020-06 would have
on its financial position, results of operations or cash flows.

Our management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our balance sheet.


                                       22

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses