Constellation Acquisition Corp I Files 8-K with Key Corporate Updates

TL;DR

CSTAF filed an 8-K on 1/30 reporting corporate actions as of 1/27, including financial obligations and governance changes.

AI Summary

Constellation Acquisition Corp I filed an 8-K on January 30, 2025, reporting events as of January 27, 2025. The filing indicates the creation of a direct financial obligation, amendments to articles of incorporation or bylaws, and submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes for Constellation Acquisition Corp I, which could impact its financial obligations and governance structure.

Risk Assessment

Risk Level: medium — The filing involves corporate actions like financial obligations and amendments, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

• Constellation Acquisition Corp I (company) — Filer of the 8-K report
• 0001834032 (company) — Central Index Key for Constellation Acquisition Corp I
• January 27, 2025 (date) — Earliest event date reported in the 8-K
• January 30, 2025 (date) — Date of the 8-K filing

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 — lic offering (the " Trust Account ") of $5,000 pursuant to a non-interest bearing, uns
• $55,000 — sion, for an aggregate deposit of up to $55,000 (if all eleven additional monthly exten
• $11.91 — at a redemption price of approximately $11.91 per share, for an aggregate redemption
• $27,428,399 — gate redemption amount of approximately $27,428,399. After the satisfaction of such redempt
• $770,700 — the Trust Account will be approximately $770,700 and there are 7,664,302 Class A Ordinar

Filing Documents

• ea0228890-8k_constell1.htm (8-K) — 55KB
• ea022889001ex3-1_constell1.htm (EX-3.1) — 11KB
• 0001213900-25-008099.txt ( ) — 300KB
• cstaf-20250127.xsd (EX-101.SCH) — 4KB
• cstaf-20250127_def.xml (EX-101.DEF) — 27KB
• cstaf-20250127_lab.xml (EX-101.LAB) — 37KB
• cstaf-20250127_pre.xml (EX-101.PRE) — 25KB
• ea0228890-8k_constell1_htm.xml (XML) — 7KB

From the Filing

UNITED 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): January 27, 2025 CONSTELLATION ACQUISITION CORP I (Exact name of registrant as specified in its charter) Cayman Islands 001-39945 98-1574835 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 200 Park Avenue 32nd Floor New York , NY 10166 (Address of principal executive offices) (Zip Code) ( 646 ) 585-8975 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: 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 Class A ordinary shares, par value $0.0001 per share CSTAF OTCQX Best Market Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 CSTWF OTCQB Venture Market Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant CSTUF OTCQX Best Market 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 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, 2025 (the " Definitive Proxy "), 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 $5,000 pursuant to 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, 2025, 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 $5,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $55,000 (if all eleven additional monthly extensions are exercised) pursuant to a non-interest bearing, unsecured promissory note issued by the Company to the Lender. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 27, 2025, the Company held an extraordinary general meeting of shareholders (A) to amend, by way of special resolution, the Company's amended and restated memorandum and articles of association (the " Memorandum and Articles of Association ") to extend the date (the " Termination Date ") by which the Company has to consummate a business combination (the " Articles Extension ") from January 29, 2025 (the " Original Termination Date ") to February 29, 2025 (the " Articles Extension Date ") and to allow the Company, without another shareholder vote, to elect to extend the

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