UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On January 29, 2024, Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), issued an unsecured promissory note (the “Promissory Note”) in the principal amount of $1,660,000 to Constellation Sponsor LP, a Delaware limited partnership, bearing no interest and maturing once the Company closes its initial business combination. On June 5, 2025, the Company amended the promissory note (the “Amendment”), to increase the principal amount by $590,000 from $1,660,000 to $2,250,000. Unless otherwise set forth in the Amendment, all other provisions of the Promissory Note remain in full force and effect.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is incorporated by reference herein and filed herewith as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
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Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Amendment to the Promissory Note, dated June 5, 2025, between Constellation Acquisition Corp I and Constellation Sponsor LP. | |
| 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 | ||
| Dated: June 5, 2025 | By: | /s/ Chandra R. Patel |
| Chandra R. Patel | ||
| Chief Executive Officer | ||
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Exhibit 10.1
FIRST AMENDMENT TO PROMISSORY NOTE
THIS FIRST AMENDMENT TO THE PROMISSORY NOTE (this “Amendment”) is dated as of the 5th day of June, 2025 and is made by and between Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Maker”), and Constellation Sponsor LP, a Delaware limited partnership, or its registered assigns or successors in interest (the “Payee”).
RECITALS
A. Maker executed that certain Promissory Note dated January 30, 2024, in the original principal amount of up to $1,660,000 (the “Note”).
B. Maker and Payee have agreed to amend the Note.
C. Unless otherwise set forth herein, all other provisions of the Note shall remain in full force and effect.
E. All capitalized terms not defined in this Amendment will have the meanings given to them in the Note.
In consideration of these promises, the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. The Total Principal Amount of the Note is increased by $590,000 from $1,660,000 to $2,250,000.
2. Section 3 of the Note is hereby amended and restated in its entirety to read as follows:
“3. Drawdown Requests. Maker and Payee agree that, in addition to the Initial Principal Amount, Maker may request an additional aggregate amount of up to (i) $605,000, which may be drawn down in eleven (11) equal tranches subject to a request from Maker and (ii) $1,590,000, which may be drawn down from time to time until the Maker consummates a Business Combination (each a “Drawdown Request”). Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by the Maker.”
[Signature Page Follows]
IN WITNESS WHEREOF, the Maker and Payee, intending to be legally bound hereby, have caused this Amendment to the Note to be duly executed as of the day and year first above written.
| Constellation Acquisition Corp I | ||
| By: | /s/ Chandra R. Patel | |
| Name: | Chandra R. Patel | |
| Title: | Chief Executive Officer | |
Agreed and Acknowledged:
Constellation Sponsor LP
a Delaware limited partnership
| By: | Antarctica Endurance Manager, LLC, its | |
| general partner |
| By: | /s/ Chandra R. Patel | |
| Name: | Chandra R. Patel | |
| Title: | Manager |