CSTAF 8-K
Constellation Acquisition Corp I (CSTAF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 (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 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 Company’s board of directors, if requested by Constellation Sponsor LP, a Delaware limited partnership, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2026, or a total of up to twelve months after the Original Termination Date, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”); (B) to amend, by way of special resolution, the Company’s Memorandum and Articles of Association to permit for the issuance of Class A ordinary shares, par value of US$0.0001 per share (the “Class A Ordinary Shares”) to holders of the Company’s Class B ordinary shares, par value of US$0.0001 per share (the “Founder Shares” or “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), upon the exercise of the right of a holder of the Class B Ordinary Shares to convert such holder’s Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment,” and such proposal the “Founder Share Amendment Proposal”); and (C) if required, an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, 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 Class A Ordinary Shares and Class B Ordinary Shares in the capital of Constellation represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, (ii) where Constellation would not adhere to the initial or continued trading requirements of OTCQX® Best Market and the OTCQB® Venture Market or (iii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”).
The shareholders of the Company approved the Extension Amendment Proposal and Founder Share Amendment Proposal at the Shareholder Meeting and on January 28, 2025, 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, 2025, the Company held the Shareholder Meeting to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal and if required, the Adjournment Proposal, as more fully described in the definitive proxy statement filed by the Company on January 10, 2025. As there were sufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders of 9,516,782 Ordinary Shares of the Company held of record as of January 2, 2025, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting, representing approximately 94.06% 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 | ||
| 9,058,369 | 458,413 | 0 |
The voting results for the Founder Share Amendment Proposal were as follows:
| For | Against | Abstain | ||
| 9,171,913 | 344,869 | 0 |
In connection with the vote to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, the holders of 2,303,382 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399. 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 $770,700 and there are 7,664,302 Class A Ordinary Shares outstanding, of which 64,302 Class A Ordinary Shares are held by the Company’s public shareholders.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 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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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: January 30, 2025
| CONSTELLATION ACQUISITION CORP I | ||
| 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 2025, 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 29, 2025 (or January 29, 2026, 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$100,000 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 within forty-nine months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to eleven times by an additional one month each time after the forty-ninth month from the closing of the IPO, 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 sixty months from the closing of the IPO, 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 within forty-nine months (or up to sixty, if applicable under the provisions of Article 49.7) from the consummation of the IPO;”
Proposal No. 2 — The Founder Share Amendment Proposal—RESOLVED, as a special resolution that:
Article 49.10 of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10:
“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article 17 hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with the Public Shares: (i) on the Company’s initial Business Combination or on any other proposal presented to Members prior to or in connection with the completion of an initial Business Combination; or (ii) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has to consummate a Business Combination beyond January 29, 2026 or (y) amend this Article 49.10.”
| /s/ Romario Ysaguirrie |
Romario Ysaguirrie
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
Dated this 28th day of January 2025