STOCK TITAN
  1. Home
  2. Sec-filings
  3. CSTWF
  4. [8-K] Constellation Acquisition Corp I Reports Material Event

Constellation Acquisition (CSTAF) lifts sponsor promissory note principal to $5.25M

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Constellation Acquisition Corp I entered into a second amendment to an existing unsecured promissory note with its sponsor, Constellation Sponsor LP. The principal on the note was increased by $3,000,000, raising the total from $2,250,000 to $5,250,000. The note bears no interest and matures when the company closes its initial business combination, providing additional sponsor funding to support the special purpose acquisition company until it completes a deal.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
false 0001834032 0001834032 2026-03-18 2026-03-18 0001834032 CSTAF:ClassOrdinarySharesParValue0.0001PerShareMember 2026-03-18 2026-03-18 0001834032 CSTAF:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member 2026-03-18 2026-03-18 0001834032 CSTAF:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember 2026-03-18 2026-03-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): March 18, 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 1.01 Entry into a Material Definitive Agreement.

 

On January 29, 2024, Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), issued an unsecured promissory note (the “Promissory Note”) in the principal amount of $1,660,000 to Constellation Sponsor LP, a Delaware limited partnership, bearing no interest and maturing once the Company closes its initial business combination. On June 5, 2025, the Company amended the promissory note, to increase the principal amount by $590,000 from $1,660,000 to $2,250,000. On March 18, 2026, the Company further amended the Promissory Note (the “Second Amendment”), to increase the principal amount by $3,000,000 from $2,250,000 to $5,250,000. Unless otherwise set forth in the Second Amendment, all other provisions of the Promissory Note remain in full force and effect.

 

The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, which is incorporated by reference herein and filed herewith as Exhibit 10.1.

 

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

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

1

 

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
10.1   Second Amendment to the Promissory Note, dated March 18, 2026, between Constellation Acquisition Corp I and Constellation Sponsor LP.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

SIGNATURES

 

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. 

 

  CONSTELLATION ACQUISITION CORP I
   
Dated: March 19, 2026 By: /s/ Chandra R. Patel
    Chandra R. Patel
    Chief Executive Officer

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Constellation Acquisition Corp I (CSTAF) change in its promissory note?

Constellation Acquisition Corp I amended its unsecured promissory note with Constellation Sponsor LP, raising the principal from $2,250,000 to $5,250,000. This second amendment adds $3,000,000 of sponsor funding, supporting the SPAC until it completes its initial business combination.

Who is the lender under Constellation Acquisition Corp I’s amended promissory note?

The lender is Constellation Sponsor LP, a Delaware limited partnership affiliated with the SPAC. It provides an unsecured, no-interest promissory note that now totals $5,250,000, maturing when Constellation Acquisition Corp I closes its initial business combination transaction.

Does the Constellation Acquisition Corp I promissory note bear interest?

No, the unsecured promissory note issued to Constellation Sponsor LP bears no interest. The company can access up to $5,250,000 of principal, with repayment due upon completion of its initial business combination, rather than accruing periodic interest expense over time.

When does Constellation Acquisition Corp I’s amended promissory note mature?

The promissory note matures when Constellation Acquisition Corp I closes its initial business combination. This ties repayment of the now $5,250,000 principal directly to the successful completion of a merger or similar transaction, aligning the note’s timeline with the SPAC’s core objective.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents