Constellation Acquisition Corp I Signals Shareholder Vote, Solicitation

TL;DR

**Constellation Acquisition Corp I is prepping for a key shareholder vote, signaling potential big changes ahead.**

AI Summary

Constellation Acquisition Corp I filed an 8-K on January 25, 2024, indicating that they are submitting matters to a vote of security holders and engaging in soliciting material pursuant to Rule 14a-12 under the Exchange Act. This filing signals that the company is likely moving forward with a significant corporate action, possibly a business combination or an extension of its lifespan as a SPAC. For investors, this matters because it suggests an upcoming event that could drastically change the company's structure or purpose, potentially impacting share value and future prospects.

Why It Matters

This filing indicates Constellation Acquisition Corp I is preparing for a significant shareholder vote, which could lead to a business combination or a change in the company's operational timeline, directly affecting its future and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates an upcoming shareholder vote, which introduces uncertainty regarding the outcome and its impact on the company's future direction and stock value.

Analyst Insight

A smart investor would monitor for subsequent filings, specifically proxy statements (DEF 14A), to understand the specific proposals being put to a shareholder vote, as these will dictate the company's future direction and potential impact on share value.

Key Players & Entities

• Constellation Acquisition Corp I (company) — the registrant filing the 8-K
• January 25, 2024 (date) — date of earliest event reported and filing date
• Rule 14a-12 (other) — SEC rule for soliciting material under the Exchange Act
• Section 13 OR Section 15(d) (other) — sections of The Securities Exchange Act of 1934 under which the report is filed
• 001-39945 (other) — Commission File Number for Constellation Acquisition Corp I

Forward-Looking Statements

• Constellation Acquisition Corp I will announce details of a definitive business combination or an extension proposal. (Constellation Acquisition Corp I) — medium confidence, target: Q1 2024
• The company will issue a proxy statement (Form DEF 14A) detailing the matters to be voted on by security holders. (Constellation Acquisition Corp I) — high confidence, target: Q1 2024

FAQ

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
• $55,000 — the Trust Account (as defined below) of $55,000, in exchange for a non-interest bearing
• $605,000 — sion, for an aggregate deposit of up to $605,000 (if all eleven additional monthly exten

Filing Documents

• ea192218-8k_constellat1.htm (8-K) — 40KB
• 0001213900-24-006541.txt ( ) — 267KB
• cstaf-20240125.xsd (EX-101.SCH) — 4KB
• cstaf-20240125_def.xml (EX-101.DEF) — 27KB
• cstaf-20240125_lab.xml (EX-101.LAB) — 37KB
• cstaf-20240125_pre.xml (EX-101.PRE) — 25KB
• ea192218-8k_constellat1_htm.xml (XML) — 7KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On January 25, 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 "Definitive Proxy"). The holders of 10,774,058 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 88.00% 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. The Shareholder Meeting has been adjourned until January 29, 2024 at 12:00 p.m., Eastern Time. The voting results for the Adjournment Proposal is as follows: For Against Abstain 10,613,166 160,892 0

01. Other Events

Item 8.01. Other Events. Additional Trust Contribution and Supplement to the Extension Proxy Statement. Constellation has announced that Constellation Sponsor LP, a Delaware limited partnership (the "Sponsor"), will make additional contributions to Constellation's trust account following the approval and implementation of Proposal Nos. 1 and 2, as described in the Definitive Proxy. Accordingly, the following disclosure in the letter to shareholders, notice of the Shareholder Meeting and pages 9, 15, 22, 28-29 in the Definitive Proxy is amended as follows: "If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Sponsor (or one or more of its affiliates, members or third-party designees) (the " Lender ") shall make a deposit into the Trust Account (as defined below) of $55,000, in exchange for a non-interest bearing, unsecured promissory note issued by Constellation to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Constellation has not consummated an initial business combination (a " Business Combination ") by February 29, 2024, without approval of Constellation's public shareholders, Constellation may, by resolution of the Board, if requested by the Sponsor, and upon five days' advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $55,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $605,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by Constellation to the Lender. If Constellation completes a Business Combination, it will, at th

View Full Filing

View this 8-K filing on SEC EDGAR