8-K
filed February 1, 2023, 6:59 PM ET
ticker CSTAF
CIK 0001834032
other material
confidence high
sentiment neutral
materiality 0.75
Constellation Acquisition Corp I extends deadline to Jan 2024, new sponsor and management team appointed
Constellation Acquisition Corp I
- Shareholders approved extension of business combination deadline from Jan 29, 2023 to April 29, 2023, with up to nine monthly extensions to Jan 2024.
- Over 26.5 million shares redeemed at ~$10.167 per share, totaling ~$269.5 million.
- Sponsor transferred to affiliates of Antarctica Capital; new CEO Chandra Patel, President Richard Davis, CFO Jarett Goldman, CTO Graeme Shaw appointed.
- Investment Agreement with Endurance Constellation provides up to $3M loan; initial $450K deposited into trust.
- Former directors Klaus Kleinfeld, Hugo Banziger, Vesna Nevistic, Martin Weckwerth, Charles Stonehill resigned.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jarett Goldman was appointed as Chief Financial Officer at Constellation Acquisition Corp I.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Jarett Goldman was appointed Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Klaus Kleinfeld resigned as other_named_officer at Constellation Acquisition Corp I.
- Action
- resigned
Exact text from the filing
Additionally, Klaus Kleinfeld and Thomas Stapp resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martin Weckwerth resigned as Director at Constellation Acquisition Corp I.
- Action
- resigned
- Role
- Director
Exact text from the filing
On January 30, 2023, Klaus Kleinfeld, Hugo Banziger, Vesna Nevistic, Martin Weckwerth and Charles Stonehill tendered their resignations as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Hugo Banziger resigned as Director at Constellation Acquisition Corp I.
- Action
- resigned
- Role
- Director
Exact text from the filing
On January 30, 2023, Klaus Kleinfeld, Hugo Banziger, Vesna Nevistic, Martin Weckwerth and Charles Stonehill tendered their resignations as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chandra R. Patel was appointed as Chairman of the board at Constellation Acquisition Corp I.
- Action
- appointed
- Role
- Chairman of the board
Exact text from the filing
Also on January 30, 2023, Chandra R. Patel was appointed Chief Executive Officer and Chairman of the board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard C. Davis was appointed as Director at Constellation Acquisition Corp I.
- Action
- appointed
- Role
- Director
Exact text from the filing
On February 1, 2023, Richard C. Davis was appointed Director.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Graeme Shaw was appointed as Chief Technology Officer at Constellation Acquisition Corp I.
- Action
- appointed
- Role
- Chief Technology Officer
Exact text from the filing
Graeme Shaw was appointed Chief Technology Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Thomas Stapp resigned as other_named_officer at Constellation Acquisition Corp I.
- Action
- resigned
Exact text from the filing
Additionally, Klaus Kleinfeld and Thomas Stapp resigned as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles Stonehill resigned as Director at Constellation Acquisition Corp I.
- Action
- resigned
- Role
- Director
Exact text from the filing
On January 30, 2023, Klaus Kleinfeld, Hugo Banziger, Vesna Nevistic, Martin Weckwerth and Charles Stonehill tendered their resignations as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard C. Davis was appointed as President at Constellation Acquisition Corp I.
- Action
- appointed
- Role
- President
Exact text from the filing
Richard C. Davis was appointed President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Klaus Kleinfeld resigned as Director at Constellation Acquisition Corp I.
- Action
- resigned
- Role
- Director
Exact text from the filing
On January 30, 2023, Klaus Kleinfeld, Hugo Banziger, Vesna Nevistic, Martin Weckwerth and Charles Stonehill tendered their resignations as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chandra R. Patel was appointed as Chief Executive Officer at Constellation Acquisition Corp I.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Also on January 30, 2023, Chandra R. Patel was appointed Chief Executive Officer and Chairman of the board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vesna Nevistic resigned as Director at Constellation Acquisition Corp I.
- Action
- resigned
- Role
- Director
Exact text from the filing
On January 30, 2023, Klaus Kleinfeld, Hugo Banziger, Vesna Nevistic, Martin Weckwerth and Charles Stonehill tendered their resignations as directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Constellation Acquisition Corp I: Amended articles of association to extend business combination deadline from January 29, 2023 to April 29, 2023, with option for further monthly extensions up to January 29, 2024 (effective 2023-01-31).
- Change
- charter amendment
- Effective
- 2023-01-31
Exact text from the filing
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 27, 2023, the Company held the Extension Meeting to amend the Company’s amended and restated memorandum and articles of association (the “ Articles Amendment ”) to extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination from January 29, 2023 (the “ Original Termination Date ”) to April 29, 2023 (the “ Articles Extension Date ”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Constellation Acquisition Corp I amended Letter Agreement Amendment with the Sponsor, certain officers and directors of the Company, and other parties (the “Insiders”) (effective 2023-01-30).
- Action
- amendment
- Counterparty
- the Sponsor, certain officers and directors of the Company, and other parties (the “Insiders”)
- Effective
- 2023-01-30
Exact text from the filing
On January 30, 2023, the Company, the Sponsor, certain officers and directors of the Company, and other parties thereto (the “Insiders,” and together with the Sponsor, the “Letter Agreement Parties”) entered into an amendment to the Letter Agreement , dated January 26, 2021 (the “ Letter Agreement ”), to allow the Sponsor to transfer its holdings in the Company, directly or indirectly, to affiliate(s) of Antarctica Capital Partners, LLC prior to the expiration of the applicable lock-up (the “ Letter Agreement Amendment ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Constellation Acquisition Corp I entered into Investment Agreement with Constellation Sponsor GmbH & Co. KG and Endurance Constellation, LLC valued at $3,000,000 (effective 2023-01-26).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Constellation Sponsor GmbH & Co. KG and Endurance Constellation, LLC
- Value
- $3,000,000
- Effective
- 2023-01-26
Exact text from the filing
On January 26, 2023, Constellation Acquisition Corp I, a Cayman Island exempted company (the “ Company ”), entered into an Investment Agreement (the “ Investment Agreement ”) with Constellation Sponsor GmbH & Co. KG, a German limited partnership (the “ Sponsor ”), and Endurance Constellation, LLC , a Delaware limited liability company (the “ Investor ”), pursuant to which the Investor agreed to contribute to the Sponsor an aggregate amount in cash equal up to $3,000,000 (the “ Investment Contribution ”)
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Constellation Acquisition Corp I shareholders approved Extension Amendment Proposal at the 2023-01-27 meeting.
- Outcome
- passed
- Meeting
- 2023-01-27
Exact text from the filing
The Extension Amendment Proposal For Against Abstain 28,656,521 2,566,947 71,858
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Constellation Acquisition Corp I shareholders approved Insider Letter Amendment Proposal at the 2023-01-27 meeting.
- Outcome
- passed
- Meeting
- 2023-01-27
Exact text from the filing
The Insider Letter Amendment Proposal For Against Abstain 28,656,500 2,566,968 71,858
View on SEC.gov
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