CSTAF 8-K
Constellation Acquisition Corp I (CSTAF)
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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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).
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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, to increase the principal amount by $590,000 from $1,660,000 to $2,250,000. On March 18, 2026, the Company further amended the Promissory Note (the “Second Amendment”), to increase the principal amount by $3,000,000 from $2,250,000 to $5,250,000. Unless otherwise set forth in the Second Amendment, all other provisions of the Promissory Note remain in full force and effect.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second 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 | Second Amendment to the Promissory Note, dated March 18, 2026, 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: March 19, 2026 | By: | /s/ Chandra R. Patel |
| Chandra R. Patel | ||
| Chief Executive Officer | ||
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Exhibit 10.1
SECOND AMENDMENT TO PROMISSORY NOTE
THIS SECOND AMENDMENT TO THE PROMISSORY NOTE dated the 18th day of March, 2026 (this “Second Amendment”) 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”). All capitalized terms not defined in this Second Amendment will have the meanings given to them in the Note (as defined below).
RECITALS
WHEREAS, the Maker executed that certain Promissory Note, dated as of January 30, 2024, in the original principal amount of up to $1,660,000 (the “Note”); and
WHEREAS, the Note was amended by that certain Amendment to the Promissory Note, dated as of June 5, 2025, to increase the principal amount of the Note by $590,000 from $1,660,00 to $2,250,000; and
WHEREAS, the Maker and Payee desire to enter into this Second Amendment pursuant to the terms of the original Note, as set forth below; and
WHEREAS, any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
NOW, THEREFORE, in consideration of these premises, the mutual covenants contained in this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
AGREEMENT
| 1. | Amendment to the Note: |
| 1.1 | The Total Principal Amount of the Note is increased by $3,000,000 from $2,250,000 to $5,250,000. |
| 1.2 | 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 $5,195,000, 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.”
2. No Other Amendments. Except as specifically set forth herein, all other provisions of the Note shall remain in full force and effect.
3. Counterparts. This Second Amendment may be executed in two or more counterparts, and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document, but all of which together will constitute one and the same instrument. Copies of executed counterparts of this Second Amendment transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) will have the same legal effect as original signatures and will be considered original executed counterparts of this Second Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF, the Maker and Payee, intending to be legally bound hereby, have caused this Second Amendment to the Note to be duly executed as of the day and year first written above.
| 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 |