Constellation Acquisition Corp I

DEF 14A 1 def14a0124_constellation.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

Constellation Acquisition Corp I

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO SHAREHOLDERS OF CONSTELLATION ACQUISITION CORP I

200 Park Avenue, 32 nd Floor

New York, NY 10166

Dear Constellation Acquisition Corp I Shareholder:

You are cordially invited to attend an extraordinary general meeting of Constellation Acquisition Corp I, a Cayman Islands exempted company (“Constellation” or the “Company”), which will be held on January 23, 2024, at 9:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Constellation’s Chief Executive Officer at ir@constellationacquisition.com by 9:00 a.m., Eastern Time, on January 19, 2024 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/constellationacquisition/2024.

The attached notice of the Shareholder Meeting and proxy statement describe the business Constellation will conduct at the Shareholder Meeting and provide information about Constellation that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated January 10, 2024, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

1. Proposal No. 1 — Extension Amendment Proposal —To amend, by way of special resolution, Constellation’s Memorandum and Articles of Association to extend the date (the “Termination Date”) by which Constellation has to consummate a Business Combination (the “Articles Extension”) from January 29, 2024 (the “Original Termination Date”) to February 29, 2024 (the “Articles Extension Date”) and to allow Constellation, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of Constellation’s board of directors (the “Board”), if requested by Constellation Sponsor LP, a Delaware limited partnership (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025 (each, an “Additional Articles Extension Date”), or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”);

2. Proposal No. 2 — Redemption Limitation Amendment Proposal — To amend, by way of special resolution, Constellation’s Memorandum and Articles of Association to eliminate from the Memorandum and Articles of Association the limitation that Constellation may not redeem Public Shares (as defined below) to the extent that such redemption would result in Constellation having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow Constellation to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal the “Redemption Limitation Amendment Proposal”); and

3. Proposal No. 3 — Adjournment Proposal —To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and Class B ordinary shares, par value $0.0001 per share, in the capital of Constellation represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, (ii) where Constellation would not adhere to the initial or continued trading requirements of the OTCQX or (iii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) shall make a deposit into the Trust Account (as defined below) of $40,000, in exchange for a non-interest bearing, unsecured promissory note issued by Constellation to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Constellation has not consummated an initial business combination (a “Business Combination”) by February 29, 2024, without approval of Constellation’s public shareholders, Constellation may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $40,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $440,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by Constellation to the Lender. If Constellation completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note. If Constellation does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

The purpose of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Constellation additional time to complete a Business Combination. You are not being asked to vote on the Business Combination at this time.

The Memorandum and Articles of Association provide that Constellation has until January 29, 2024 to complete its initial Business Combination. The Board has determined that it is in the best interests of Constellation to seek an extension of the Termination Date and have Constellation’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, Constellation believes that Constellation will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Constellation would be precluded from completing a Business Combination and would be forced to liquidate.

Constellation reserves the right at any time to postpone or adjourn the Shareholder Meeting (by means of adjourning the Shareholder Meeting) and not to submit to its shareholders the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or implement the Articles Extension. In the event the Shareholder Meeting is postponed or adjourned, and Constellation is unable to complete a Business Combination on or before the Termination Date, Constellation will dissolve and liquidate in accordance with the Memorandum and Articles of Association.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Memorandum and Articles of Association the Redemption Limitation in order to allow Constellation to redeem Public Shares (as defined below), irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests of Constellation and its shareholders for Constellation to be allowed to effect redemptions irrespective of the Redemption Limitation.

In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities and (b) entering into non-redemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Constellation has not completed an initial Business Combination by the Termination Date.

As contemplated by the Memorandum and Articles of Association, the holders of Constellation’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Constellation’s Initial Public Offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the Initial Public Offering and the concurrent sale of the private placement warrants, if either the Articles Extension or the Redemption Limitation Amendment is implemented, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension Date or the relevant Additional Articles Extension.

On January 9, 2024, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $11.11, based on the aggregate amount on deposit in the Trust Account of approximately $49,907,435.10 as of January 9, 2024 (including interest not previously released to Constellation to pay its taxes, if any), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation to pay its taxes, if any, two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange (“NYSE”) on January 9, 2024 was $11.07. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.04 more per share than if the shares were sold in the open market (based on the per share redemption price as of January 9, 2024). Constellation cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Constellation believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Constellation does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are not approved, and a Business Combination is not completed on or before the Termination Date, Constellation will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the total number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Constellation’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Constellation’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to Constellation’s Warrants, which will expire worthless in the event Constellation dissolves and liquidates the Trust Account.

Subject to the foregoing, the approval of each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

On December 20, 2023, Constellation announced its intention to voluntarily delist its Class A Ordinary Shares, redeemable warrants, each one whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 (the “Warrants”), and units, each consisting of one Class A Ordinary Share and one-third of one redeemable warrant (the “Units” and together with the Ordinary Shares and the Warrants, the “Securities”), from NYSE and its filing of an application to have its Securities quoted on the OTCQX Marketplace (“OTCQX”).

The Board approved the voluntary delisting on December 20, 2023 and the Company provided notice of the voluntary delisting to NYSE on December 20, 2023. The Company expects the last day of trading of its Securities on NYSE will be on or about January 12, 2024. The Company has made an application to have its Securities quoted on OTCQX and expects that the Ordinary Shares will be quoted on the OTCQX under its trading symbol “CSTAF” and the Units will be quoted on the OTCQX under its trading symbol “CSTA.UF” on the next trading day after NYSE trading is no longer available, subject to the approval of the OTCQX. The Company expects that the Warrants will trade on the Pink Open Market under its trading symbol “CSTA.WSF” on the next trading day after NYSE trading is no longer available.

Constellation will remain subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, following the delisting of its Securities from NYSE. Shareholders of Constellation will not be required to exchange any Securities, and the Company expects electronic trading to be available without any material disruption. Concurrently with the delivery of the notice to NYSE, Constellation issued a press release to announce its intention to voluntarily delist the Securities.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting or if due to redemptions in connection with the Articles Extension, Constellation would not adhere to the continued trading requirements of the OTCQX, or if the Board has determined it is otherwise necessary.

The Board has fixed the close of business on December 26, 2023 as the date for determining Constellation’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

The Board of Constellation believes that it is in the best interests of Constellation that Constellation obtain the Articles Extension. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal are in the best interests of Constellation and its shareholders and has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Redemption Limitation Amendment Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least atwo-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONSTELLATION’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Constellation urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of Constellation Acquisition Corp I

/s/ Chandra R. Patel

Chandra R. Patel

Chairman of the Board of Directors

CONSTELLATION ACQUISITION CORP I

200 Park Avenue, 32 nd Floor

New York, NY 10166

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF CONSTELLATION ACQUISITION CORP I

TO BE HELD ON JANUARY 23, 2024

To the Shareholders of Constellation Acquisition Corp I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Constellation Acquisition Corp I, a Cayman Islands exempted company (“Constellation” or the “Company”), will be held on January 23, 2024, at 9:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Constellation’s Chief Executive Officer at ir@constellationacquisition.com by 9:00 a.m., Eastern Time, on January 19, 2024 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/constellationacquisition/2024.

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to extend the date (the “Termination Date”) by which Constellation has to consummate a Business Combination (the “Articles Extension”) from January 29, 2024 (the “Original Termination Date”) to February 29, 2024 (the “Articles Extension Date”) and to allow Constellation, without another shareholder vote, to elect to extend the Termination Date to consummate an initial business combination (a “Business Combination”) on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of Constellation’s board of directors (the “Board”), if requested by Constellation Sponsor LP, a Delaware limited partnership (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025 (each, an “Additional Articles Extension Date”), or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); (ii) a redemption limitation amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to remove the limitation that Constellation may not redeem Public Shares (as defined below) to the extent that such redemption would result in Constellation having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow Constellation to redeem Public Shares, irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal, the “Redemption Limitation Amendment Proposal”); and (iii) an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Ordinary Shares (as defined below) represented (either in person or by proxy) to approve the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal or (b) where the

Board has determined it otherwise necessary (the “Adjournment Proposal”), each as more fully described below in the accompanying proxy statement, which is dated January 10, 2024, and is first being mailed to shareholders on or about that date. The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:

1. Proposal No. 1 — The Extension Amendment Proposal —RESOLVED, as a special resolution that:

a) Article 49.7 of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:

“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) February 29, 2024 (or January 29, 2025, if applicable under the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within thirty-seven months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to eleven times by an additional one month each time after the thirty-seventh month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until forty-eight months from the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit US$40,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to US$440,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”

b) Article 49.8(a) of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):

“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within thirty-seven months (or up to forty-eight, if applicable under the provisions of Article 49.7) from the consummation of the IPO;”

2. Proposal No. 2 — The Redemption Limitation Amendment Proposal —RESOLVED, as a special resolution that:

a) Article 49.2(b) of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.2(b):

“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares.”

b) Article 49.4 of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4:

“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”

c) The following final sentence of Article 49.5 of Constellation’s Memorandum and Articles of Association be deleted in its entirety:

“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”

d) The following final sentence of Article 49.8 of Constellation’s Memorandum and Articles of Association be deleted in its entirety:

“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

3. Proposal No. 3 — The Adjournment Proposal —RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and Class B ordinary shares, par value $0.0001 per share, in the capital of Constellation represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, (ii) where Constellation would not adhere to the initial or continued trading requirements of the OTCQX or (iii) where the board of directors of Constellation has determined it is otherwise necessary.

Each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

Constellation reserves the right at any time to postpone or adjourn the Shareholder Meeting (by means of adjourning the Shareholder Meeting) and not to submit to its shareholders the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or implement the Articles Extension. In the event the Shareholder Meeting is postponed or adjourned, and Constellation is unable to complete a Business Combination on or before the Termination Date, Constellation will dissolve and liquidate in accordance with the Memorandum and Articles of Association.

If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account (as defined below) of $40,000, in exchange for a non-interest bearing, unsecured promissory note issued by Constellation to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Constellation has not consummated a Business Combination by February 29, 2024, without approval of Constellation’s public shareholders, Constellation may, by resolution of

the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $40,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $440,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by Constellation to the Lender. If Constellation completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note. If Constellation does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

The purpose of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Constellation additional time to complete a Business Combination. You are not being asked to vote on the Business Combination at this time.

The Memorandum and Articles of Association provide that Constellation has until January 29, 2024 to complete its initial Business Combination. The Board has determined that it is in the best interests of Constellation to seek an extension of the Termination Date and have Constellation’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, Constellation believes that Constellation will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Constellation would be precluded from completing a Business Combination and would be forced to liquidate.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Memorandum and Articles of Association the Redemption Limitation in order to allow Constellation to redeem Public Shares, irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests of Constellation and its shareholders for Constellation to be allowed to effect redemptions irrespective of the Redemption Limitation.

The Board of Constellation believes that it is in the best interests of Constellation that Constellation obtain the Articles Extension. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal are in the best interests of Constellation and its shareholders and has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Redemption Limitation Amendment Proposal and “FOR” the Adjournment Proposal.

As contemplated by the Memorandum and Articles of Association, the holders of Constellation’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Constellation’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial Public Offering”) and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if either the Articles Extension or the Redemption Limitation Amendment is implemented, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension Date or the relevant Additional Articles Extension.

In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities and (b) entering into non-redemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net

tangible assets or because our attempt to do so is not successful, then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Constellation has not completed an initial Business Combination by the Termination Date.

On January 9, 2024, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $11.11, based on the aggregate amount on deposit in the Trust Account of approximately $49,907,435.10 as of January 9, 2024 (including interest not previously released to Constellation to pay its taxes, if any), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation to pay its taxes, if any, two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange (“NYSE”) on January 9, 2024 was $11.07. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.04 more per share than if the shares were sold in the open market (based on the per share redemption price as of January 9, 2024). Constellation cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Constellation believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Constellation does not complete a Business Combination on or before the Termination Date.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension.

Constellation cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $449,907,435.10 that was in the Trust Account as of January 9, 2024 (including interest not previously released to Constellation to pay its taxes).

In addition, Constellation will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment is approved or (ii) if Constellation will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.

If the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are not approved, and a Business Combination is not completed on or before the Termination Date, Constellation will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the total number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Constellation’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Constellation’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to Constellation’s Warrants, which will expire worthless in the event Constellation dissolves and liquidates the Trust Account.

In the event of a liquidation, the Sponsor and certain initial shareholders of Constellation (the “Initial Shareholders”) will not receive any monies held in the Trust Account as a result of its ownership of 7,750,000 Class B Ordinary Shares (as defined below) which were issued to the Sponsor prior to the Initial Public Offering, and 5,466,667 Private Placement Warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering and concurrently with the underwriters’ partial exercise of their over-allotment option. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONSTELLATION’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

With respect to the regulation of special purpose acquisition companies (“SPACs”) like Constellation, on March 30, 2022, the Securities and Exchange Commission (“SEC”) issued proposed rules relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended. The proposal is consistent with less formal positions recently taken by the staff of the SEC. To mitigate the risk of being viewed as operating an unregistered investment company, Constellation instructed, Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash (in an interest-bearing demand deposit account at a bank) until the earlier of the consummation of a Business Combination and the liquidation of Constellation. Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable rate and Constellation cannot assure you that such rate will not decrease or increase significantly. See “Risk Factors — To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act in connection with the First Extension Meeting (as defined below), we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in aninterest-bearing demand deposit account until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we would likely receive minimal interest on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of Constellation.”in the accompanying proxy statement.

Subject to the foregoing, the approval of each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting or if due to redemptions in connection with the Articles Extension, Constellation would not adhere to the continued trading requirements of the OTCQX Marketplace (“OTCQX”), or if the Board has determined it is otherwise necessary.

On December 20, 2023, Constellation announced its intention to voluntarily delist its Class A Ordinary Shares, redeemable warrants, each one whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 (the “Warrants”), and units, each consisting of one Class A Ordinary Share and one-third of one redeemable warrant (the “Units” and together with the Ordinary Shares and the Warrants, the “Securities”), from NYSE and its filing of an application to have its Securities quoted on the OTCQX.

The Board approved the voluntary delisting on December 20, 2023 and the Company provided notice of the voluntary delisting to NYSE on December 20, 2023. The Company expects the last day of trading of its Securities on NYSE will be on or about January 12, 2024. The Company has made an application to have its Securities quoted on OTCQX and expects that the Ordinary Shares will be quoted on the OTCQX under its trading symbol “CSTAF” and the Units will be quoted on the OTCQX under its trading symbol “CSTA.UF” on the next trading day after NYSE trading is no longer available, subject to the approval of the OTCQX. The Company expects that the Warrants will trade on the Pink Open Market under its trading symbol “CSTA.WSF” on the next trading day after NYSE trading is no longer available.

Constellation will remain subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, following the delisting of its Securities from NYSE. Shareholders of Constellation will not be required to exchange any Securities, and the Company expects electronic trading to be available without any material disruption. Concurrently with the delivery of the notice to NYSE, Constellation issued a press release to announce its intention to voluntarily delist the Securities.

Record holders of Ordinary Shares at the close of business on December 26, 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 4,493,843 issued and outstanding Class A Ordinary Shares and 7,750,000 issued and outstanding Class B Ordinary Shares. Constellation’s warrants do not have voting rights.

The Initial Shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement, the Initial Shareholders holds 63.3% of the issued and outstanding Ordinary Shares and Constellation’s officers and directors have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Initial Shareholders, (i) the approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal will require the affirmative vote of at least 8,162,562 Ordinary Shares held by public shareholders (or approximately 9.2% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of none of the Ordinary Shares held by public shareholders if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; (ii) approval of the Adjournment Proposal will not require the affirmative vote of additional Ordinary Shares held by public shareholders if all Ordinary Shares are represented at the Shareholder Meeting and cast votes or if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Constellation urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated January 10, 2024, and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Constellation Acquisition Corp I

/s/ Chandra R. Patel

Chandra R. Patel

Chairman of the Board of Directors