Constellation Acquisition Corp I 8-K, filed Jan 30, 2026
Constellation Acquisition Corp I (CSTAF)
About this 8-K
Constellation Acquisition Corp I filed this 8-K on January 30, 2026, reporting on events of January 27, 2026.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 on January 16, 2026 (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 28, 2026, 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, 2026, the Company held the Shareholder Meeting (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, 2026 (the “Original Termination Date”) to February 28, 2026 (the “Articles Extension Date”) and to allow the Company, 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 Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date for an aggregate extension period of up to twelve months after the Original Termination Date, ending no later than January 29, 2027, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and (B) if required, an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates or indefinitely, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient ordinary shares in the capital of Constellation represented (either in person or by proxy) to approve the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”).
The shareholders of the Company approved the Extension Amendment Proposal at the Shareholder Meeting and on January 28, 2026, the Company filed an amendment to the Memorandum and Articles of Association (the “Articles Amendment”) with the Registrar of Companies of the Cayman Islands.
The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 27, 2026, the Company held the Shareholder Meeting to approve the Extension Amendment Proposal and if required, the Adjournment Proposal, as more fully described in the Definitive Proxy. As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders of 7,645,519 ordinary shares of the Company held of record as of December 30, 2025, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting, representing approximately 97.84% of the voting power of the Company’s ordinary shares as of the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business.
The voting results for the Extension Amendment Proposal were as follows:
| For | Against | Abstain | ||
| 7,644,519 | 1,000 | 0 |
In connection with the vote to approve the Extension Amendment Proposal, the holders of 17,773 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $13.39 per share, for an aggregate redemption amount of approximately $238,039. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account will be approximately $628,176 and there are 7,646,529 Class A ordinary shares of the Company outstanding, of which 46,529 Class A ordinary shares are held by the Company’s public shareholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 3.1 | Amended and Restated Memorandum and Articles of Association | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
| CONSTELLATION ACQUISITION CORP I | ||
| Date: January 29, 2026 | By: | /s/ Chandra R. Patel |
| Name: | Chandra R. Patel | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
Constellation Acquisition Corp I (ROC # 368272) (the “Company”)
TAKE NOTICE that by minutes of the extraordinary general meeting of the shareholders of the Company dated 27 January 2026, the following special resolution was passed:
Proposal No. 1-The Extension Amendment Proposal-RESOLVED, as a special resolution that:
| a) | Article 49.7 of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: |
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) February 28, 2026 (or such later date up to, and including, January 29, 2027, if applicable under the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation (less taxes payable and up to US$ l 00,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Constellation’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Constellation’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination by February 28, 2026, the Company may, without another shareholder vote, elect to extend the date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after February 28, 2026, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2027, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit US$5,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to US$55,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
| b) | Article 49.8(a) of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a): |
“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination prior to February 28, 2026 (or up to January 29, 2027, if applicable under the provisions of Article 49.7);
| /s/ Ella Ebanks | |
| Ella Ebanks | |
| Corporate Administrator | |
| for and on behalf of | |
| Maples Corporate Services Limited |
Dated this 28th day of January 2026
| Filed: 28-Jan-2026 11:29 EST | ||
| www.verify.gov.ky File#: 368272 | Auth Code: K03578080504 |