Constellation Sponsor LP Amends 13D for Constellation Acquisition Corp I

TL;DR

**Major shareholder Constellation Sponsor LP just updated their stake in Constellation Acquisition Corp I, signaling potential changes.**

AI Summary

Constellation Sponsor LP filed an Amendment No. 1 to Schedule 13D on February 1, 2024, regarding its ownership of Class A Ordinary Shares of Constellation Acquisition Corp I. This amendment indicates a change in the disclosures previously provided, with the event triggering this filing occurring on January 30, 2024. This matters to investors because it signals a potential shift in the control or influence of a significant shareholder, Constellation Sponsor LP, over Constellation Acquisition Corp I, which could impact future strategic decisions or the company's direction.

Why It Matters

This filing signals a change in a major shareholder's position, which could influence the company's strategic direction or future business combinations.

Risk Assessment

Risk Level: medium — Changes in major shareholder disclosures can introduce uncertainty regarding future company control or strategic shifts.

Analyst Insight

Investors should monitor subsequent filings from Constellation Sponsor LP for more details on the nature of the change in their ownership or intentions, as this amendment only signals a change in disclosure without specifying the details.

Key Players & Entities

• Constellation Sponsor LP (company) — the reporting person and major shareholder
• Constellation Acquisition Corp I (company) — the subject company (issuer) of the securities
• Jarett Goldman (person) — person authorized to receive notices for the filing
• $0.0001 (dollar_amount) — par value per Class A Ordinary Share

FAQ

Key Financial Figures

• $0.0001 — r) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• ea192501-13da1constel_const1.htm (SC 13D/A) — 43KB
• 0001213900-24-009087.txt ( ) — 45KB

Purpose of Transaction

Item 4. Purpose of Transaction. Founder Shares On January 30, 2024, the Sponsor elected to convert on a one-for-one basis the 7,600,000 Class B Shares, into an aggregate of 7,600,000 Class A Shares (the “Class B Conversion”). The 7,600,000 Class A Shares are subject to the same registration rights and restrictions as the Class B Shares before the Class B Conversion.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

(a) – (b) of the Schedule 13D is hereby

Item 5(a) – (b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The reported securities include 7,600,000 Class A Shares, 33,750 Class B Shares and 5,466,667 Private Placement Warrants directly held by the Sponsor. As of January 30, 2024, the reported securities represented 84.7% of the Issuer’s outstanding Class A Shares. The information set forth in Items 7 through 13 of each cover page hereto is incorporated herein by reference. The aggregate percentage of Class A Shares beneficially owned by the Reporting Persons is calculated based upon 9,967,684 Class A Shares outstanding in connection with the Issuer’s extraordinary general meeting of its shareholders (the “Shareholder Meeting”) to, among other things, approve to extend the date (the “Termination Date”) by which the Issuer has to complete a business combination from January 29, 2024 to February 29, 2024 (the “Articles Extension Date”) and to allow the Issuer, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Issuer’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025. Holders of Class A Shares of the Issuer elected to redeem 2,126,159 Class A Shares in connection with the Shareholder Meeting. By virtue of the relationship among the Reporting Persons described in Item 2 of Schedule 13D, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the Class A Shares as set forth in rows 7 through 13 of the cover pages of this Statement. The filing of this Statement shall not be construed as an admission that the Reporting Persons are,

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 1, 2024 CONSTELLATION SPONSOR LP By: Antartica Endurance Manager, LLC, its General Partner By: /s/ Chandra R. Patel Name: Chandra R. Patel Title: Manager ANTARCTICA ENDURANCE MANAGER, LLC By: /s/ Chandra R. Patel Name: Chandra R. Patel Title: Manager

View Full Filing

View this SC 13D/A filing on SEC EDGAR