Constellation Acquisition delays 2025 10-K filing

Rhea-AI Filing Summary

Constellation Acquisition Corp I filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025 without "unreasonable effort or expense." The company states it needs additional time to complete review and finalization of financial information and expects to file the Form 10-K no later than 15 calendar days after the prescribed due date in accordance with Rule 12b-25.

The filing discloses historical and expected headline results: a 2024 net loss of approximately $248,000 and an expected 2025 net loss of approximately $3,200,000, with components for operating loss, interest income, and changes in fair value of warrant liabilities specified in the notice.

Insights

Financial Reporting Analyst

12b-25 indicates delayed 10-K while financials are finalized; numbers show larger 2025 loss.

The filing states the 10-K delay is due to completion and review of financial information and disclosures, citing Rule 12b-25 relief and an anticipated filing within 15 calendar days of the due date. This is a procedural disclosure permitting extra time rather than a restatement or other corrective filing.

The excerpt lists a 2024 net loss ~$248,000 and an expected 2025 net loss ~$3,200,000; investors should look for the finalized Form 10-K to confirm exact figures, drivers, and any additional contingencies disclosed.

Corporate Finance Specialist

Loss widening in 2025 driven by fair-value warrant mark-to-market appears material at face value.

The company attributes much of the expected 2025 loss to a $2,300,000 loss from change in fair value of warrant liabilities, with operating loss of $1,100,000 partially offset by $105,000 interest income. These are explicit line items in the notice.

Final 10-K disclosures should clarify accounting judgments, warrant valuation inputs, and whether any adjustments or qualifications accompany the audited statements; timing is tied to the 12b-25 safe harbor.

Key Figures

2024 net loss: $248,000 Expected 2025 net loss: $3,200,000 2024 loss from operations: $1,600,000 +5 more

8 metrics

2024 net loss $248,000 reported for 2024

Expected 2025 net loss $3,200,000 expected for 2025 per the notice

2024 loss from operations $1,600,000 component of 2024 results

2024 interest earned on investments $1,300,000 component of 2024 results

2024 gain on warrant liabilities $47,000 change in fair value of warrant liabilities in 2024

2025 loss from warrant fair-value change $2,300,000 expected component of 2025 loss

2025 interest earned on investments $105,000 expected component of 2025 results

2025 loss from operations $1,100,000 expected component of 2025 results

Key Terms

Form 12b-25, Rule 12b-25, change in fair value of warrant liabilities, Form 10-K

4 terms

Form 12b-25 regulatory

"filed this Notification of Late Filing on Form 12b-25"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"in accordance with Rule 12b-25 of the Securities and Exchange Act"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

change in fair value of warrant liabilities financial

"loss from the change in fair value of warrant liabilities of approximately $2,300,000"

Form 10-K regulatory

"unable to file its Form 10-K within the prescribed time period"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

FAQ

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

Why did Constellation Acquisition Corp I (CSTAF) file a Form 12b-25?

The company filed Form 12b-25 because it cannot complete its Form 10-K without "unreasonable effort or expense" while it finalizes financial information and disclosures. The notice requests relief under Rule 12b-25 to extend the filing deadline by up to 15 calendar days.

When does CSTAF expect to file the delayed Form 10-K?

Constellation Acquisition Corp I expects to file the Form 10-K as soon as practicable and no later than 15 calendar days following the prescribed due date, in accordance with Rule 12b-25 of the Securities Exchange Act of 1934.

What headline results did the 12b-25 notice disclose for CSTAF's recent years?

The notice states a 2024 net loss of approximately $248,000 and an expected 2025 net loss of approximately $3,200,000, with specified components for operating loss, interest income, and warrant fair-value changes.

What drove the expected 2025 net loss for CSTAF?

The excerpt attributes the expected 2025 net loss mainly to a $2,300,000 loss from change in fair value of warrant liabilities and a $1,100,000 loss from operations, partially offset by $105,000 interest earned on investments.

Does filing Form 12b-25 imply a restatement or audit disagreement for CSTAF?

No. The notice states the delay stems from completing review and finalization of financial information; it requests extra time under Rule 12b-25 and does not, in the provided excerpt, state a restatement, auditor disagreement, or qualified opinion.

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

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Accepted by SEC EDGAR 04/01/2026 - 04:15 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

  For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

CONSTELLATION ACQUISITION CORP I

Full Name of Registrant

Former Name if Applicable

1290 Avenue of the Americas 10th Floor

Address of Principal Executive Office (Street and Number)

New York, NY 10104

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Constellation Acquisition Corp I (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the annual period ended December 31, 2025 (the “Form 10-K”). The Company has determined that it is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense because the review and finalization of the financial information and other disclosures required to be included in the Form 10-K. The Company anticipates filing the Form 10-K as soon as practicable and no later than 15 calendar days following the prescribed due date, in accordance with Rule 12b-25 of the Securities and Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Chandra R. Patel		212		983-1602
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For 2024, the Company reported a net loss of approximately $248,000, which included a loss from operations of approximately $1,600,000, partially offset by interest earned on investments of approximately $1,300,000 and a gain from the change in fair value of warrant liabilities of approximately $47,000.

For 2025, the Company expects to report a net loss of approximately $3,200,000, which included a loss from operations of approximately $1,100,000 and a loss from the change in fair value of warrant liabilities of approximately $2,300,000, partially offset by interest earned on investments of approximately $105,000.

CONSTELLATION ACQUISITION CORP I

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026	CONSTELLATION ACQUISITION CORP I
	By:	/s/ Chandra R. Patel
		Name:	Chandra R. Patel
		Title:	Chief Executive Officer