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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.
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 |
2
