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Constellation Acquisition Corp I

CIK: 18340322 Annual ReportsLatest: 2025-04-02

10-K / April 2, 2025

Revenue:N/A
Income:N/A

10-K / March 29, 2024

Revenue:$3,199,875
Income:-$360,460

10-K / April 2, 2025

Company Summary: Constellation Acquisition Corp I

Overview:
Constellation Acquisition Corp I is a Cayman Islands exempted company organized to serve as a blank check company (special purpose acquisition company, SPAC). Its primary purpose is to identify, evaluate, and consummate a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more operating businesses.

Business Model & Approach:

  • The company aims to acquire a target that is at the forefront of change in a rapidly evolving segment of the global economy.
  • It intends to utilize funds from its initial public offering (IPO), private placement warrants, equity, debt, or a combination thereof to finance its business combination.
  • The target is expected to be a business or asset with a fair market value of at least 80% of the net assets in the Trust Account (net of disbursements to management and excluding deferred underwriting discounts).
  • The company plans to structure its business so that the post-transaction entity will own or acquire 100% of the interests or assets of the target, typically owning or acquiring at least 50% of voting securities to avoid registering as an investment company.

Target Industries & Sources:

  • Leverages a broad industry network including executives, management teams, private equity firms, institutional investors, lenders, investment bankers, restructuring advisers, accountants, and legal professionals.
  • Identifies targets through professional firms, unaffiliated sources, trade shows, conventions, and direct contacts of officers and directors.
  • May pay finder's or consulting fees only upon transaction completion, with no prior compensation to the Sponsor or team for identifying targets.

Number of Employees & Management:

  • The company currently has 4 executive officers.
  • These officers are not obligated to devote any specific hours but intend to allocate as much time as necessary until a Business Combination is completed.
  • The company does not intend to have any full-time employees prior to the Business Combination.

Financial Metrics:

  • As of December 31, 2024:
    • Cash in Trust Account: $28,120,285 available for consummating a Business Combination.
    • Operating Bank Account: $5,303, with a working capital deficit of $5,573,504.
    • Total outstanding Class A ordinary shares: 7,664,302.
    • Total outstanding Class B ordinary shares: 150,000.
  • The company has incurred minimal operating expenses, primarily for office support and administrative costs paid to its Sponsor (up to $10,000 per month).

Key Activities & Strategies:

  • The company is currently in the process of seeking a suitable target but has not yet identified or completed a business combination.
  • It primarily intends to effect a merger with a company that is innovative and large enough to drive long-term value creation, possibly in industries experiencing rapid change.
  • Focus on companies that are at a relatively early stage or have a unique value proposition aligned with changing global economic segments.

Legal & Regulatory Status:

  • The company is registered as an emerging growth company and a smaller reporting company under U.S. securities laws.
  • It is incorporated under Cayman Islands law, with its executive offices located at 200 Park Avenue, 32nd Floor, New York, NY 10166.
  • The company's activities are governed by Cayman Islands law and U.S. securities regulations, with specific provisions designed to limit liabilities and potential conflicts of interest.

Additional Details:

  • The company's initial shareholders (including founders and affiliates) beneficially own approximately 99.16% of its outstanding shares as of the latest shareholder meeting.
  • Its strategy involves seeking a single, significant business target rather than multiple smaller acquisitions, with a focus on sectors at the forefront of change in the global economy.
  • The company’s management has significant conflicts of interest due to affiliations with other entities and their own financial interests, including holdings of founder shares and warrants.

Summary of Financial Position (as of December 31, 2024):

  • Funds in Trust: $28,120,285.
  • Operating Cash: $5,303.
  • Shareholders’ Equity: Net working capital deficit of $5,573,504.
  • Outstanding Shares: 7,664,302 Class A and 150,000 Class B.
  • Revenue & Income: No revenues or income reported; the company is in the pre-operational, acquisition-seeking phase.

Note:
This company does not currently generate revenue or income, has not yet completed a business combination, and operates primarily as a vehicle to facilitate a future merger or acquisition with a target business fitting its strategic criteria.