Constellation Acquisition I Reports New Obligation, Charter Amendments

TL;DR

**Constellation Acquisition I just made big changes, likely prepping for a deal or extension.**

AI Summary

Constellation Acquisition Corp I filed an 8-K on February 2, 2024, reporting events from January 29, 2024. The filing indicates the creation of a direct financial obligation, amendments to its articles of incorporation, and the submission of matters to a security holder vote. This matters to investors because these actions are typical for a Special Purpose Acquisition Company (SPAC) nearing a business combination or making significant operational changes, which could impact the company's future structure and valuation.

Why It Matters

This filing signals significant corporate actions, potentially related to a merger or extension, which could alter the company's financial health and shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes, which can introduce both opportunities and risks depending on the specifics of the financial obligation and charter amendments.

Analyst Insight

Investors should monitor subsequent filings for details on the financial obligation, charter amendments, and the outcome of the security holder vote, as these will clarify the company's strategic direction and potential impact on share value.

Key Players & Entities

• Constellation Acquisition Corp I (company) — the registrant filing the 8-K
• January 29, 2024 (date) — date of earliest event reported
• February 2, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Constellation Acquisition Corp I will announce details of a business combination or an extension of its deadline. (Constellation Acquisition Corp I) — medium confidence, target: Q2 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,
• $55,000 — lic offering (the " Trust Account ") 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
• $1,660,000 — missory note in the principal amount of $1,660,000 (the " Note ") to the Sponsor. The Note
• $5,000,001 — Act of 1934, as amended), of less than $5,000,001 (the " Redemption Limitation ") in orde
• $11.13 — at a redemption price of approximately $11.13 per share, for an aggregate redemption
• $23,671,533 — gate redemption amount of approximately $23,671,533. After the satisfaction of such redempt
• $26,415,545 — the Trust Account will be approximately $26,415,545. Item 8.01. Other Events. On January

Filing Documents

• ea192483-8k_constellat1.htm (8-K) — 47KB
• ea192483ex3-1_constellat1.htm (EX-3.1) — 13KB
• ea192483ex10-1_constellat1.htm (EX-10.1) — 28KB
• 0001213900-24-009277.txt ( ) — 330KB
• cstaf-20240129.xsd (EX-101.SCH) — 4KB
• cstaf-20240129_def.xml (EX-101.DEF) — 27KB
• cstaf-20240129_lab.xml (EX-101.LAB) — 37KB
• cstaf-20240129_pre.xml (EX-101.PRE) — 25KB
• ea192483-8k_constellat1_htm.xml (XML) — 7KB

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant. As disclosed in the definitive proxy statement filed by Constellation Acquisition Corp I, a Cayman Islands exempted company (the " Company "), with the Securities and Exchange Commission (the " SEC ") on January 10, 2024 (the " Definitive Proxy ") and the Current Report on Form 8-K filed by the Company on January 25, 2024 (the " 8-K " and together with the Definitive Proxy, the " Extension Proxy Statement "), relating to an extraordinary general meeting of shareholders (the " Shareholder Meeting "), Constellation Sponsor LP, a Delaware limited partnership (the " Sponsor "), agreed that if the Extension Amendment Proposal (as defined below) was approved and the Articles Extension (as defined below) becomes effective, within ten business days of the date of the Shareholder Meeting (as defined below), the Sponsor (or one or more of its affiliates, members or third-party designees) (the " Lender ") shall make a deposit into the trust account established in connection with the Company's initial public offering (the " Trust Account ") of $55,000, in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. In addition, in the event that the Company has not consummated an initial business combination (a " Business Combination ") by February 29, 2024, without approval of the Company's public shareholders, the Company may, by resolution of the Company's board of directors (the " Board "), if requested by the Sponsor, and upon five days' advance notice prior to the applicable Termination Date (as defined below), 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,

01. Other Events

Item 8.01. Other Events. On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 Class B Ordinary Shares into Public Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Company's trust account with respect to the Public Shares received upon such conversion and acknowledged 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). As of January 30, 2024, there are 9,967,684 Class A Ordinary Shares outstanding. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Memorandum and Articles of Association. 10.1 Promissory Note, dated January 30, 2024, between Constellation Acquisition Corp I and Constellation Sponsor LP. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 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: February 2, 2024 CONSTELLATION ACQUISITION CORP I By: /s/ Chandra R. Patel Name: Chandra R. Patel Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR