CSTAF · Constellation Acquisition Corp I · Insider Trading

Each Class B ordinary share, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, or earlier at the option of the holder thereof, with the actual conversion rate as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021. The Class B Shares have no expiration date.

Antarctica Endurance Manager, LLC, is the general partner of Constellation Sponsor LP. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission by any of the foregoing of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose.

Each Class B ordinary share, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, or earlier at the option of the holder thereof, with the actual conversion rate as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021. The Class B Shares have no expiration date.

Antarctica Endurance Manager, LLC, is the general partner of Constellation Sponsor LP. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission by any of the foregoing of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose.

The securities to which this filing relates are held directly by Owl Creek Credit Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership, to which Owl Creek Asset Management, L.P., a Delaware limited partnership (the "Investment Manager"), serves as investment manager. Jeffrey A. Altman ("Mr. Altman") is the managing member of the general partner of the Investment Manager. Each of the Investment Manager and Mr. Altman disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

On March 18, 2022, the Reporting Person acquired 77,789 Private Placement Warrants from Niklas Einsfeld. On January 26, 2023, the Reporting Person transferred the 77,789 Private Placement Warrants to Constellation Sponsor LP, an affiliate of the Issuer.

The Reporting Person previously held 7,633,750 Class B ordinary shares of the Issuer ("Class B Shares"). The Class B Shares will automatically convert into Class A ordinary shares of the Issuer ("Class A Shares") at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, with the actual such conversion rate as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021. The Class B Shares have no expiration date.

On January 26, 2023, the Reporting Person was liquidated pursuant to applicable law and all 7,633,750 Class B Shares held by the Reporting Person were distributed by operation of law to its sole limited partner, Constellation Sponsor LP, an affiliate of the Issuer.

Pursuant to that certain Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Issuer and the undersigned parties thereto, the Reporting Person acquired from the Issuer 1,455,511 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $2,183,266.50, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021 (the "Registration Statement"). On January 26, 2023, the Reporting Person transferred the 1,455,511 Private Placement Warrants to Constellation Sponsor LP, an affiliate of the Issuer.

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

Pursuant to that certain Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Issuer and the undersigned parties thereto, Kleinfeld Constellation Investment, LLC acquired from the Issuer 1,530,511 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $2,295,766.50, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021 (the "Registration Statement"). On January 26, 2023, the Reporting Person transferred the 1,530,511 Private Placement Warrants to Constellation Sponsor LP, an affiliate of the Issuer.

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

The Reporting Person controls Kleinfeld Constellation Investment LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Pursuant to that certain Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Issuer and the undersigned parties thereto, the Reporting Person previously acquired from the Issuer 204,198 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $306,297, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021 (the "Registration Statement"). On January 26, 2023, the Reporting Person transferred the 204,198 Private Placement Warrants to Constellation Sponsor LP, an affiliate of the Issuer.

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

On March 18, 2022, the Reporting Person acquired 77,790 Private Placement Warrants from Niklas Einsfeld. On January 26, 2023, the Reporting Person transferred the 77,790 Private Placement Warrants to Constellation Sponsor LP, an affiliate of the Issuer.

1. Pursuant to that certain Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Issuer and the undersigned parties thereto, Kleinfeld Constellation Investment, LLC acquired from the Issuer 1,530,511 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $2,295,766.50, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021 (the "Registration Statement").

2. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

3. The Private Placement Warrants will expire upon the 24-month anniversary of the closing of the Issuer's IPO if the Issuer's initial business combination has not been completed prior to such date.

4. The Reporting Person controls Kleinfeld Constellation Investment LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Pursuant to that certain Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Issuer and the undersigned parties thereto, the Reporting Person acquired from the Issuer 1,455,511 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $2,183,266.50, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021 (the "Registration Statement").

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

The Private Placement Warrants will expire upon the 24-month anniversary of the closing of the Issuer's IPO if the Issuer's initial business combination has not been completed prior to such date.

Pursuant to that certain Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Issuer and the undersigned parties thereto, the Reporting Person acquired from the Issuer 204,198 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $306,297, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021 (the "Registration Statement").

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

The Private Placement Warrants will expire upon the 24-month anniversary of the closing of the Issuer's IPO if the Issuer's initial business combination has not been completed prior to such date.