Constellation Acquisition extends merger deadline again

Accepted by SEC EDGAR 09/26/2025 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Constellation Acquisition Corp I drew $5,000 under an unsecured promissory note with Constellation Sponsor LP and deposited the funds into its trust account, allowing a one-month extension of the deadline to complete its initial business combination from September 29, 2025 to October 29, 2025.

This is the eighth of up to eleven one-month extensions permitted under its governing documents, giving the company more time to finalize a merger target. The note bears no interest and will mature when a business combination closes. If no transaction is completed, any repayment of the note would come only from cash held outside the trust account, if available.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

The company disclosed that it drew $5,000 under an unsecured promissory note from Constellation Sponsor LP and deposited the funds into its trust account to fund a one-month extension of its business combination deadline.

How long did CSTAF extend its SPAC merger deadline?

Constellation Acquisition Corp I extended the deadline to complete its initial business combination by one month, moving it from September 29, 2025 to October 29, 2025.

How many extensions has CSTAF used so far?

This is the eighth of up to eleven one-month extensions allowed under the companys amended and restated memorandum and articles of association.

What are the terms of the promissory note supporting CSTAFs extension?

The unsecured promissory note dated January 30, 2024 between the company and Constellation Sponsor LP does not bear interest and matures upon closing of the companys 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 companys trust account, if any.

Where were the CSTAF extension funds deposited?

The $5,000 of extension funds was deposited into Constellation Acquisition Corp Is trust account for the benefit of its public shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 26, 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 September 26, 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 September 26, 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 September 29, 2025 to October 29, 2025 (the “Extension”). The Extension is the eighth 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.

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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: September 26, 2025

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

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