CSTAF borrows $5K to push SPAC business combo deadline to Dec 29

Rhea-AI Filing Summary

Constellation Acquisition Corp I reported that on November 25, 2025 it borrowed and deposited $5,000 of extension funds into its trust account under an existing unsecured promissory note with Constellation Sponsor LP. This one-month extension moves the deadline to complete its initial business combination from November 29, 2025 to December 29, 2025 and is the tenth of up to eleven permitted monthly extensions.

The promissory note bears no interest and is due upon the closing of the company’s initial business combination. If no business combination is completed, the note will only be repaid from funds remaining outside the trust account, preserving the trust for public shareholders.

Insights

SEC Filings Analyst

Small sponsor loan funds a one‑month SPAC deadline extension; impact is modest and timing-focused, not structural.

The company drew $5,000 under an existing unsecured promissory note with its sponsor, Constellation Sponsor LP, and placed these funds into its trust account. This payment allows an extension of the deadline to complete the initial business combination from November 29, 2025 to December 29, 2025. The note carries no interest and matures when the initial business combination closes, so the cash cost is limited to principal repayment.

The extension is the tenth of eleven permitted one‑month extensions under the company’s amended and restated memorandum and articles of association. In a liquidation scenario, repayment of the note would come only from funds outside the trust account, which preserves the trust for public shareholders under the SPAC structure. The obligation is therefore structurally subordinated to the trust’s use for redemptions and does not increase claims on trust assets.

Key items to monitor now are whether the company completes a business combination by the new December 29, 2025 deadline or exercises the final remaining one‑month extension. The repeated short extensions highlight a near-term decision point around either closing a transaction or moving toward liquidation, making each subsequent 8‑K about extensions or deal announcements particularly relevant over the next one to two months.

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.

Understanding 8-K Material Events →

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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): November 25, 2025

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.)

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 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		OTC Pink Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		CSTWF		OTCQB® Venture Market
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant		CSTUF		OTCQB® Venture 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 November 25, 2025, Constellation Acquisition Corp I (the “Company”) drew an aggregate of $5,000 (the “Extension Funds”), as approved by unanimous resolution of the extension committee of the Company’s board of directors, dated November 25, 2025, 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 November 29, 2025 to December 29, 2025 (the “Extension”). The Extension is the tenth 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.

1

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: November 25, 2025

	CONSTELLATION ACQUISITION CORP I
	By:	/s/ Chandra R. Patel
	Name:	Chandra R. Patel
	Title:	Chief Executive Officer

2

FAQ

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

Constellation Acquisition Corp I disclosed that it borrowed $5,000 under an unsecured promissory note from Constellation Sponsor LP and deposited the funds into its trust account to extend the deadline to complete its initial business combination.

How long is CSTAF’s SPAC deadline extended and to what date?

The company extended the deadline to complete its initial business combination by one month, moving it from November 29, 2025 to December 29, 2025.

How many extensions has CSTAF used and how many are allowed?

This is the tenth one-month extension out of eleven total extensions permitted under the company’s amended and restated memorandum and articles of association.

What are the key terms of the promissory note used by CSTAF?

The unsecured promissory note, dated January 30, 2024, between the company and Constellation Sponsor LP bears no interest and matures upon closing of the initial business combination.

How will the $5,000 note be repaid if CSTAF does not complete a business combination?

If no business combination is consummated, the note will be repaid only from amounts remaining outside the company’s trust account, if any, helping preserve trust assets for public shareholders.

Which trading symbols are associated with Constellation Acquisition Corp I securities?

The Class A ordinary shares trade under CSTAF, the redeemable warrants under CSTWF, and the units under CSTUF on OTC markets.