Current Report Filing (8-k)
28 Avril 2023 - 10:23PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 28, 2023 (April 24, 2023)
CONSTELLATION ACQUISITION CORP I
(Exact name of registrant as specified in its charter)
______________________
Cayman Islands |
001-39945 |
98-1574835 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
______________________
200 Park Avenue 32nd Floor
New York, NY |
10166 |
(Address of principal executive offices) |
(Zip Code) |
(646) 585-8975
Registrant’s telephone number, including area
code
Not Applicable
(Former name or former address, if changed since last
report)
______________________
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
Title of each
class |
Trading Symbol(s) |
Name of each exchange
on
which registered |
Class A ordinary shares, par value $0.0001 per share |
CSTA |
The New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
CSTA.W |
The New York Stock Exchange |
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
CSTA.U |
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
On April 28, 2023, Constellation
Acquisition Corp I (the “Company”) drew an aggregate of $150,000 (the “Extension Funds”), as approved by unanimous
director resolution, dated April 24, 2023, pursuant to the unsecured promissory note, dated January 30, 2023 between the Company and Constellation
Sponsor LP (the “Note”), which Extension Funds the Company deposited into the Company’s trust account for its public
shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from April
29, 2023 to May 29, 2023 (the “Extension”). The Extension is the first of nine one-month extensions permitted under the Company’s
amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business
combination. The Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event
that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s
trust account, if any. Up to $1,270,000 of the total principal amount of the Note may be converted, in whole or in part, at the option
of the lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement
warrants issued to Constellation Sponsor GmbH & Co. KG at the time of the initial public offering of the Company and are now held
by Constellation Sponsor LP, the new sponsor of the Company.
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: April 28, 2023
|
CONSTELLATION ACQUISITION CORP I |
|
|
|
|
By: |
/s/ Chandra R. Patel |
|
Name: |
Chandra R. Patel |
|
Title: |
Chief Executive Officer |
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