Constellation Acquisition I Engages Shareholders for Vote

Ticker: CSTWF · Form: 8-K · Filed: Jan 23, 2024 · CIK: 1834032

Constellation Acquisition Corp I 8-K Filing Summary
FieldDetail
CompanyConstellation Acquisition Corp I (CSTWF)
Form Type8-K
Filed DateJan 23, 2024
Risk Levelmedium
Pages3
Reading Time3 min
Key Dollar Amounts$0.0001, $11.50, $5,000,001
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: shareholder-vote, corporate-action, spac

TL;DR

**Constellation Acquisition I is prepping shareholders for a vote, likely on a big deal.**

AI Summary

Constellation Acquisition Corp I filed an 8-K on January 23, 2024, indicating that it is soliciting material pursuant to Rule 14a-12 under the Exchange Act. This filing signals that the company is actively engaging with shareholders regarding matters that will be put to a vote, likely related to its ongoing operations or a potential business combination. For investors, this means the company is moving forward with shareholder engagement, which could precede significant corporate actions and impact the stock's future direction.

Why It Matters

This filing indicates Constellation Acquisition Corp I is actively communicating with shareholders about upcoming votes, which could be a precursor to a significant transaction like a merger or acquisition, directly impacting the stock's value.

Risk Assessment

Risk Level: medium — The 'soliciting material' aspect suggests an upcoming vote on a potentially significant corporate action, which always carries inherent risks and uncertainties for investors.

Analyst Insight

A smart investor would monitor Constellation Acquisition Corp I closely for subsequent filings, such as proxy statements (DEF 14A), which will detail the specific matters being put to a shareholder vote and provide more insight into potential corporate actions.

Key Players & Entities

  • Constellation Acquisition Corp I (company) — the registrant filing the 8-K
  • January 23, 2024 (date) — date of earliest event reported and filing date
  • Rule 14a-12 (other) — SEC rule for soliciting material under the Exchange Act
  • 001-39945 (other) — Commission File Number for Constellation Acquisition Corp I
  • 200 Park Avenue, 32nd Floor, New York, NY 10166 (other) — business address of Constellation Acquisition Corp I

Forward-Looking Statements

  • Constellation Acquisition Corp I will announce a definitive business combination agreement. (Constellation Acquisition Corp I) — medium confidence, target: 2024-07-23
  • The company will hold a special meeting of shareholders to vote on a proposed transaction. (Constellation Acquisition Corp I) — high confidence, target: 2024-10-23

FAQ

What is the primary purpose of this 8-K filing by Constellation Acquisition Corp I?

The primary purpose of this 8-K filing, dated January 23, 2024, is to report the 'Submission of Matters to a Vote of Security Holders' and 'Other Events,' specifically indicating that the company is 'Soliciting material pursuant to Rule 14a-12 under the Exchange Act'.

What does 'Soliciting material pursuant to Rule 14a-12 under the Exchange Act' mean for shareholders?

For shareholders, 'Soliciting material pursuant to Rule 14a-12 under the Exchange Act' means that Constellation Acquisition Corp I is actively communicating with them to gather support or votes on specific proposals before a definitive proxy statement is filed, often related to significant corporate actions like mergers or acquisitions.

What is the Commission File Number for Constellation Acquisition Corp I?

The Commission File Number for Constellation Acquisition Corp I, as stated in the filing, is 001-39945.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 23, 2024.

What is the business address of Constellation Acquisition Corp I?

The business address of Constellation Acquisition Corp I is 200 Park Avenue, 32nd Floor, New York, NY 10166.

Filing Stats: 832 words · 3 min read · ~3 pages · Grade level 13.3 · Accepted 2024-01-23 16:55:42

Key Financial Figures

  • $0.0001 — ed Class A ordinary shares, par value $0.0001 per share CSTAF OTCQX Best Market
  • $11.50 — ordinary share at an exercise price of $11.50 CSTWF OTCQB Venture Market Units,
  • $5,000,001 — having net tangible assets of less than $5,000,001 (the "Redemption Limitation") in order

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On January 23, 2024, Constellation Acquisition Corp I ("Constellation") convened and then adjourned, without conducting any other business, its extraordinary general meeting of its shareholders (the "Shareholder Meeting") relating to its previously announced proposed extension of its deadline to complete an initial business combination and to eliminate from Constellation's amended and restated memorandum and articles of association the limitation that Constellation may not redeem Class A ordinary shares, par value $0.0001 per share (the "Public Shares") to the extent that such redemption would result in Constellation having net tangible assets of less than $5,000,001 (the "Redemption Limitation") in order to allow Constellation to redeem its Public Shares, irrespective of whether such redemption would exceed the Redemption Limitation. The only proposal submitted for a vote of the shareholders at the Shareholder Meeting was the approval of the adjournment proposal, which is described in greater detail in Constellation's definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 10, 2024. The holders of 10,660,508 Public Shares and Constellation's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), held of record as of December 26, 2023, the record date for the Shareholder Meeting, were present in person or by proxy, representing approximately 87.07% of the voting power of Constellation's shares as of the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business. The shareholders approved the Adjournment Proposal, as defined in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 10, 2024. The Shareholder Meeting has been adjourned until January 25, 2024 at 12:00 p.m., Eastern Time. The voting results for the Adjournment Proposal is as follows: For Again

01. Other Events

Item 8.01. Other Events. Additionally, Constellation Sponsor LP, a Delaware limited partnership (the "Sponsor"), has informed the Company that it expects to convert an aggregate of 7,600,000 Class B Ordinary Shares into Public Shares on a one-for-one basis. The Sponsor has agreed to waive any right to receive funds from Constellation's trust account with respect to the Public Shares received upon such conversion and will acknowledge that such shares will be subject to all of the restrictions applicable to the original Class B Ordinary Shares under the terms of that certain letter agreement, dated as of January 26, 2021, by and among the Company and its initial shareholders, directors and officers (as further amended by and among, the Company, its directors and officers, the Sponsor and other parties thereto, on January 30, 2023). 1 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: January 23, 2024 CONSTELLATION ACQUISITION CORP I By: /s/ Chandra R. Patel Name: Chandra R. Patel Title: Chief Executive Officer 2

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