| Page |
| Report of Independent Registered Public Accounting Firm | F-2 |
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| Financial Statements: |
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| Balance Sheets as of December 31, 2024 and 2023 | F-3 |
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| Statements of Operations for the years ended December 31, 2024 and 2023 | F-4 |
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| Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023 | F-5 |
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| Statements of Cash Flows for the years ended December 31, 2024 and 2023 | F-6 |
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| Notes to Financial Statements | F-7 to F-26 |
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| (2) | Financial Statement Schedules: |
None.
We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be accessed on the SEC website at www.sec.gov.
| Exhibit No. | Description |
| 3.1 | Amended and Restated Memorandum and Articles of Association.(1) |
| 3.2 | Amendment to Amended and Restated Memorandum and Articles of Association.(2) |
| 3.3 | Amendment to Amended and Restated Memorandum and Articles of Association.(3) |
| 3.4 | Amendment to Amended and Restated Memorandum and Articles of Association.(4) |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended*. |
| 4.2 | Warrant Agreement, dated January 26, 2021 between the Company and Continental Stock Transfer & Trust Company, as warrant agent.(1) |
| 10.1 | Investment Management Trust Agreement, dated January 26, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.(1) |
| 10.2 | Investment Agreement, dated January 26, 2023, by and among Constellation Acquisition Corp I, Constellation Sponsor GmbH & Co. KG, and Endurance Constellation, LLC.(2)† |
| 10.3 | Letter Agreement Amendment, dated January 30, 2023, among the Company and its officers and directors and Constellation Sponsor GmbH & Co. KG.(2) |
| 10.4 | Registration Rights Agreement, dated January 26, 2021, between the Company and certain security holders.(1) |
| 10.5 | Administrative Services Agreement, dated January 26, 2021, between the Company and Constellation Sponsor GmbH & Co. KG.(1) |
| 10.6 | Private Placement Warrants Purchase Agreement, dated January 26, 2021, between the Company and Constellation Sponsor GmbH & Co. KG.(1) |
| Exhibit No. | Description |
| 10.7 | Promissory Note issued to Klaus Kleinfeld, dated as of February 23, 2021.(5) |
| 10.8 | Amended and Restated Promissory Note dated as of May 3, 2021.(6) |
| 10.9 | Promissory Note issued by Constellation Acquisition Corp I to an affiliate of the Sponsor, dated April 26, 2022.(7) |
| 10.10 | Promissory Note issued by Constellation Acquisition Corp I to an affiliate of the Sponsor, dated May 17, 2022.(8) |
| 10.11 | Promissory Note issued by Constellation Acquisition Corp I to affiliates of the Sponsor, dated May 25, 2022.(9) |
| 10.12 | Promissory Note issued by Constellation Acquisition Corp I to affiliates of the Sponsor, dated June 23, 2022.(10) |
| 10.13 | Promissory Note issued by Constellation Acquisition Corp I to an affiliate of the Sponsor, dated July 21, 2022.(11) |
| 10.14 | Promissory Note issued by Constellation Acquisition Corp I to an affiliate of the Sponsor, dated July 21, 2022.(12) |
| 10.15 | Promissory Note issued by Constellation Acquisition Corp I to affiliates of the Sponsor, dated August 23, 2022.(13) |
| 10.16 | Promissory Note issued by Constellation Acquisition Corp I to the Sponsor, dated January 18, 2023.(14) |
| 10.17 | Promissory Note issued by Constellation Acquisition Corp I to Constellation Sponsor LP, dated as of January 30, 2023.(2) |
| 10.18 | Promissory Note issued by Constellation Acquisition Corp I to Constellation Sponsor LP, dated as of January 30, 2024.(3) |
| 10.19 | Form of Joinder to Letter Agreement.(15) |
| 19.1 | Constellation Acquisition Corp I Insider Trading Policy.* |
| 31.1 | Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2 | Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
| 32.2 | Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
| 97.1 | Constellation Acquisition Corp I Clawback Policy.(15) |
| 101.INS | Inline XBRL Instance Document.* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
| (1) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021. |
| (2) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023. |
| (3) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2024. |
| (4) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2025. |
| (5) | Incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on February 25, 2021. |
| (6) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2021. |
| (7) | Incorporated herein by reference to the Company’s Report on Form 8-K filed with the SEC on May 9, 2022. |
| (8) | Incorporated herein by reference to the Company’s Report on Form 8-K filed with the SEC on May 19, 2022. |
| (9) | Incorporated herein by reference to the Company’s Report on Form 8-K filed with the SEC on May 31, 2022. |
| (10) | Incorporated herein by reference to the Company’s Report on Form 8-K filed with the SEC on June 30, 2022. |
| (11) | Incorporated herein by reference to the Company’s Report on Form 8-K filed with the SEC on July 22, 2022. |
| (12) | Incorporated herein by reference to the Company’s Report on Form 8-K filed with the SEC on July 22, 2022. |
| (13) | Incorporated herein by reference to the Company’s Report on Form 8-K filed with the SEC on August 26, 2022. |
| (14) | Incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on January 19, 2023. |
| (15) | Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024. |
