What are the key terms of CSTAF’s unsecured promissory note with its sponsor?

The unsecured promissory note dated January 30, 2024 bears no interest and matures upon closing of the initial business combination. If no business combination occurs, repayment will come only from amounts remaining outside the trust account, limiting claims on funds held for public shareholders.

Constellation Acquisition extends merger deadline to March 29

Constellation Acquisition Corp I reported that on February 27, 2026 it drew an additional $5,000 from an unsecured promissory note with Constellation Sponsor LP and deposited the funds into its trust account.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Constellation Acquisition Corp I reported that on February 27, 2026 it drew an additional $5,000 from an unsecured promissory note with Constellation Sponsor LP and deposited the funds into its trust account. This payment allows the company to extend its deadline to complete an initial business combination from February 28, 2026 to March 29, 2026.

The extension is the first of up to eleven one‑month extensions allowed under its governing documents, giving more time to close a merger. The note bears no interest and becomes due at the closing of the initial business combination, and if no deal is completed it will be repaid only from funds remaining outside the trust account.

8-K Event Classification

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

1 item

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

FAQ

What did Constellation Acquisition Corp I (CSTAF) disclose in this 8-K?

Constellation Acquisition Corp I disclosed that it drew $5,000 under an unsecured promissory note from its sponsor and deposited the funds into its trust account, enabling a one‑month extension of its deadline to complete an initial business combination to March 29, 2026.

How much did CSTAF add to its trust account for the extension?

The company added $5,000 to its trust account, described as Extension Funds. This small draw under an unsecured promissory note from Constellation Sponsor LP is specifically to fund a one‑month extension of the deadline to complete its initial business combination.

Until when can Constellation Acquisition Corp I now complete its business combination?

The company’s deadline to complete its initial business combination was extended from February 28, 2026 to March 29, 2026. This one‑month extension is permitted under its amended and restated memorandum and articles of association as the first of up to eleven possible monthly extensions.

How many extensions is Constellation Acquisition Corp I allowed to use?

The filing states that the March 29, 2026 extension is the first of eleven one‑month extensions allowed under the company’s amended and restated memorandum and articles of association. Each extension is designed to provide additional time to complete an initial business combination transaction.

Who provided the extension funding to CSTAF?

The extension funding was provided by Constellation Sponsor LP under an existing unsecured promissory note. The sponsor’s $5,000 advance was deposited into the trust account for public shareholders, specifically to support extending the deadline for completing the company’s initial business combination.

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Accepted by SEC EDGAR 03/02/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

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)	(Commission File Number)	(IRS Employer Identification No.)

1290 Avenue of the Americas

10th Floor

New York, NY

10104

(Address of principal executive offices)

(Zip Code)

(212) 983-1602

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 of 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	CSTAF	OTCID Basic Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CSTWF	OTCID Basic Market
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	CSTUF	OTCID Basic Market

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).

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 February 27, 2026, Constellation Acquisition Corp I (the “Company”) drew an aggregate of $5,000 (the “Extension Funds”), as approved by unanimous director resolution, dated February 26, 2026, pursuant to the unsecured promissory note, dated January 30, 2024 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 February 28, 2026 to March 29, 2026 (the “Extension”). The Extension is the first of eleven 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.

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: March 2, 2026

	CONSTELLATION ACQUISITION CORP I

	By:	/s/ Chandra R. Patel
	Name:	Chandra R. Patel
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents