Constellation Acquisition Corp I
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 14, 2024
CSTWFStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-15.
0001213900-24-043629
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001213900-24-068768
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 45 previous paragraphs and 47 current paragraphs.
38 unchanged; 7 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
For the three months ended June 30, 2024, we had a net income of approximately $205,000, which included interest earned on investments held in the Trust Account of $306,000 and a gain from the change in fair value of warrant liabilities of $125,000, offset by a loss from operations of $226,000.
Current report
For the six months ended June 30, 2024, we had a net loss of approximately $289,000, which included a loss from operations of $1.0 million, offset by interest earned on investments held in the Trust Account of $695,000 and a gain from the change in fair value of warrant liabilities of $30,000.
Reworded paragraphs (7)
Previous wording
On December 20, 2023, the Board approved the voluntary delisting of its Class A ordinary shares, Warrants and Units from the NYSE, and on January 16, 2024, the Company began trading its Class A ordinary shares and Units on OTCQX® Best Market under the symbols “CSTAF” and “CSTUF,” respectively, and its Public Warrants on the OTCQB® Venture Market under the symbol “CSTWF.”
Current wording
On December 20, 2023, the Board approved the voluntary delisting of its Class A ordinary shares, Public Warrants and Units from the NYSE, and on January 16, 2024, the Company began trading its Class A ordinary shares and Units on OTCQX® Best Market under the symbols “CSTAF” and “CSTUF,” respectively, and its Public Warrants on the OTCQB® Venture Market under the symbol “CSTWF.”
Previous wording
On February 29, 2024, March 28, 2024 and April 29, 2024, the Company drew an aggregate of $55,000 on each date, as approved by unanimous director resolution, dated February 27, 2024, and by resolution of the extension committee of the Company’s Board, dated March 28, 2024 and April 29, 2024, pursuant to the Extension Note, which Extension Funds the Company deposited into the Trust Account for its public shareholders. The deposits enables the Company to extend the date by which it must complete its initial Business Combination from February 29, 2024 to May 29, 2024. The First 2024 Extension, Second 2024 Extension and Third 2024 Extension are three of the eleven one-month extensions permitted under the amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination. Accordingly, on January 30, 2024 the Company issued the 2024 Note (as defined below), which 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 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any.
Current wording
During 2024, the Board of the Company approved the First 2024 Extension on February 29, 2024, and the extension committee of the Board approved the Second 2024 Extension, Third 2024 Extension, Fourth 2024 Extension, Fifth 2024 Extension and Sixth 2024 Extension on March 28, 2024, April 29, 2024, May 29, 2024, June 28, 2024 and July 23, 2024, respectively, resulting in a new Termination Date of August 29, 2024, and the Company drew an aggregate of $330,000 of Extension Funds pursuant to the 2024 Note. The 2024 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 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any.
Previous wording
As of March 31, 2024, the Company had $3,858 in its operating bank account, and a working capital deficit of $7,475,255, net of the convertible promissory note – related party. Convertible promissory note - related party amounting to $3,181,000 is not expected to be settled out of the current assets.
Current wording
As of June 30, 2024, the Company had $7,133 in its operating bank account, and a working capital deficit of $7,866,115, net of the convertible promissory note – related party. Convertible promissory note - related party amounting to $3,181,000 is not expected to be settled out of the current assets.
Previous wording
As of March 31, 2024, there was approximately $3,378,208 of borrowings outstanding and $150,000 of related admin fees owed to the Sponsor under the following promissory notes:
Current wording
As of June 30, 2024, there was approximately $4,143,208 of borrowings outstanding and $180,000 of related admin fees owed to the Sponsor under the following promissory notes:
Previous wording
For the three months ended March 31, 2024, we had a net loss of approximately $0.5 million, which included interest earned on investments held in the Trust Account of $0.4 million, offset by a loss from operations of $0.8 million and a loss from the change in fair value of warrant liabilities of $0.09 million.
Current wording
For the three months ended June 30, 2023, we had a net income of approximately $0.8 million, which included interest earned on investments held in the Trust Account of $0.5 million and a gain from the change in fair value of warrant liabilities of $0.6 million, offset by a loss from operations of $0.3 million.
Previous wording
For the three months ended March 31, 2023, we had a net loss of approximately $1 million, which included a loss from operations of $1.3 million, a loss from the change in fair value of convertible notes – related party of $0.02 million and a loss from the change in fair value of warrant liabilities of $1.0 million, offset by an interest earned on investments held in Trust Account of $1.3 million.
Current wording
For the six months ended June 30, 2023, we had a net loss of approximately $0.2 million, which included an interest earned on investments held in the Trust Account of $1.9 million, offset by loss from operations of $1.6 million and a loss from the change in fair value of warrant liabilities of $0.5 million.
Previous wording
We paid an underwriting discount of 2% of the per Unit offering price, or approximately $6,200,000 in the aggregate at the closing of the Initial Public Offering and agreed to pay deferred underwriting fees of 3.5% of the gross offering proceeds, or approximately $10,850,000 in the aggregate upon the Company’s completion of a Business Combination (the “Deferred Underwriting Fees”). The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.
Current wording
We paid an underwriting discount of 2% of the per Unit offering price, or approximately $6,200,000 in the aggregate at the closing of the Initial Public Offering and agreed to pay Deferred Underwriting Fees of 3.5% of the gross offering proceeds, or approximately $10,850,000 in Deferred Underwriting Fees. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.