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Constellation Acquisition Corp I

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

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About this filing

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.

Sep 30, 2024 · Filed Nov 14, 2024

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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number:001-39945

CONSTELLATION ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands98-1574835
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200 Park Avenue 32nd Floor New York, NY10166
(Address of principal executive offices)(Zip Code)

(646) 585-8975

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and formal fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per shareCSTAFOTCQX® Best Market
Redeemable warrants, each one whole warrant exercisable for one share of Class A ordinary share at an exercise price of $11.50CSTWFOTCQB® Venture Market
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrantCSTUFOTCQX® Best Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐

As of November 14, 2024,9,967,684 Class A ordinary shares, par value $0.0001 per share, and 150,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

Form 10-Q

For the Quarter Ended September 30, 2024

Table of Contents

Page
PART I. FINANCIAL INFORMATION1
Item 1.Financial Statements1
Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023.1
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023.2
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2024 and 2023.3
Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023.4
Notes to Unaudited Condensed Financial Statements.5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.21
Item 3.Quantitative and Qualitative Disclosures About Market Risk.26
Item 4.Controls and Procedures.26
PART II - OTHER INFORMATION27
Item 1.Legal Proceedings.27
Item 1A.Risk Factors.27
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.27
Item 3.Defaults upon Senior Securities.27
Item 4.Mine Safety Disclosures.27
Item 5.Other Information.27
Item 6.Exhibits.28
Signature29

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