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Constellation Acquisition Corp I

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

View on SEC.gov

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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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-14.

0001213900-24-098449

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 47 previous paragraphs and 46 current paragraphs.

39 unchanged; 7 reworded; 0 added; 0 removed; 1 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.

Reworded paragraphs (7)

Previous 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.

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, Sixth 2024 Extension, Seventh 2024 Extension, Eighth 2024 Extension, and Ninth 2024 Extension on March 28, 2024, April 29, 2024, May 29, 2024, June 28, 2024, July 23, 2024, August 23, 2024, September 26, 2024, and October 29, 2024 respectively, resulting in a new Termination Date of November 29, 2024, and the Company drew an aggregate of $495,000 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 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.

Current wording

As of September 30, 2024, the Company had $5,666 in its operating bank account, and a working capital deficit of $5,095,087, 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 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:

Current wording

As of September 30, 2024, there was approximately $4,533,208 of borrowings outstanding and $210,000 of related admin fees owed to the Sponsor under the following promissory notes:

Previous wording

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 wording

For the three months ended September 30, 2024, we had a net income of approximately $38,000, which included interest earned on investments held in the Trust Account of $310,000, offset by a loss from operations of $245,000 and a loss from the change in fair value of warrant liabilities of $28,000.

Previous wording

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.

Current wording

For the nine months ended September 30, 2024, we had a net loss of approximately $251,000, which included a loss from operations of $1.3 million, offset by interest earned on investments held in the Trust Account of $1.0 million and a gain from the change in fair value of warrant liabilities of $2,000.

Previous 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.

Current wording

For the three months ended September 30, 2023, we had a net income of approximately $0.3 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 $0.5 million, offset by a loss from operations of $0.7 million.

Previous 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.

Current wording

For the nine months ended September 30, 2023, we had a net income of approximately $0.1 million, which included an interest earned on investments held in the Trust Account of $2.5 million and a gain from the change in fair value of warrant liabilities of $0.03 million, offset by loss from operations of $2.4 million.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

On January 30, 2024, the Company issued an unsecured promissory noted in the principal amount of $1,660,000 to the Sponsor. The 2024 Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the 2024 Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.