Constellation Acquisition Corp I

Previous wording

Our sponsor is Constellation Sponsor LP, a Delaware limited partnership. The registration statement for the Initial Public Offering was declared effective on January 26, 2021. On January 29, 2021, we consummated the Initial Public Offering of 31,000,000 Units, at $10.00 per Unit, generating gross proceeds of $310.0 million, and incurring offering costs of $17,586,741, inclusive of $10,850,000 in deferred underwriting commissions. On January 26, 2023, our Old Sponsor underwent a reorganization pursuant to which the limited partners of our Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, our Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of our Old Sponsor (the second to last partner of our Sponsor) and all securities held by our Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC, including Antarctica Endurance Manager, LLC the general partner of the Sponsor.

Current wording

Our sponsor is Constellation Sponsor LP, a Delaware limited partnership. The registration statement for the Initial Public Offering was declared effective on January 26, 2021. On January 29, 2021, we consummated the Initial Public Offering of 31,000,000 Units, at $10.00 per Unit, generating gross proceeds of $310,000,000, and incurring offering costs of $17,586,741, inclusive of $10,850,000 in deferred underwriting commissions. On January 26, 2023, our Old Sponsor underwent a reorganization pursuant to which the limited partners of our Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, our Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of our Old Sponsor (the second to last partner of our Sponsor) and all securities held by our Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC, including Antarctica Endurance Manager, LLC the general partner of the Sponsor.

Previous wording

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 5,466,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrants to our Old Sponsor, which are now held by our Sponsor, generating gross proceeds to us of $8.2 million.

Current wording

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 5,466,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrants to our Old Sponsor, which are now held by our Sponsor, generating gross proceeds to us of $8,200,000.

Previous wording

Since the closing of the Initial Public Offering and the Private Placement, $310.00 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the Trust Account and was invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. On January 27, 2023, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account.

Current wording

Since the closing of the Initial Public Offering and the Private Placement, $310,000,000 ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the Trust Account and was invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. On January 27, 2023, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account.

Previous wording

In connection with the vote to approve the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal held on January 27, 2025, the holders of 2,303,382 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $778,970.65 and there was 7,664,302 Class A ordinary shares outstanding, of which 64,302 Class A ordinary shares are held by the Company’s public shareholders.

Current wording

In connection with the vote to approve the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal held on January 27, 2025, the holders of 2,303,382 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $778,970 and there was 7,664,302 Class A ordinary shares outstanding, of which 64,302 Class A ordinary shares are held by the Company’s public shareholders.

Previous wording

As of March 31, 2025, the Company had $9,143 in its operating bank account, and a working capital deficit of $6,003,199, 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, 2025, the Company had $4,905 in its operating bank account, and a working capital deficit of $6,141,635, 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, 2025, there was approximately $4,973,208 of borrowings outstanding and $270,000 of related administrative fees owed to the Sponsor under the following promissory notes:

Current wording

As of June 30, 2025, there was approximately $5,093,208 of borrowings outstanding and $300,000 of related administrative fees owed to the Sponsor under the following promissory notes:

Previous wording

For the three months ended March 31, 2025, we had a net loss of approximately $447,000, which included a loss from operations of approximately $415,000 and a loss from the change in fair value of warrant liabilities of $116,000, partially offset by interest earned on investments held in the Trust Account of approximately $84,000.

Current wording

For the three months ended June 30, 2025, we had a net loss of approximately $221,000, which included a loss from operations of approximately $265,000, partially offset by interest earned on investments held in the Trust Account of approximately $7,000 and a gain from the change in fair value of warrant liabilities of approximately $37,000.

Previous wording

For the three months ended March 31, 2024, we had a net loss of approximately $494,000, which included interest earned on investments held in the Trust Account of $389,000, offset by a loss from operations of $788,000 and a loss from the change in fair value of warrant liabilities of $95,000.

Current 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 approximately $306,000 and a gain from the change in fair value of warrant liabilities of approximately $125,000, partially offset by a loss from operations of approximately $226,000.