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Constellation Acquisition Corp I

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

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, 2025 · Filed Nov 13, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-12.

0001213900-25-074972

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001213900-25-110128

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 59 previous paragraphs and 58 current paragraphs.

47 unchanged; 6 reworded; 3 added; 6 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 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 (3)

Current report

On September 8, 2025, Jindalee Lithium Limited, an Australian public company listed on the Australian Securities Exchange, announced that Jindalee and the Company had entered into a non-binding term sheet related to a business combination between the Company and HiTech Minerals, Inc., a Nevada corporation and wholly-owned subsidiary of Jindalee.

Current report

For the nine months ended September 30, 2025, we had a net loss of approximately $2,000,000, which included a loss from operations of approximately $928,000 and a loss from the change in fair value of warrant liabilities of approximately $1,200,000, partially offset by interest earned on investments held in the Trust Account of approximately $98,000.

Current report

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.
Removed paragraphs (6)

Previous report

On February 25, 2025, the Company drew the Extension Funds, in the aggregate amount of $5,000, as approved by unanimous director resolution, dated February 25, 2024, pursuant to the 2024 Note (as defined below), which Extension Funds the Company deposited into the Company’s Trust Account for its public shareholders. This deposit enabled the Company to extend the date by which it must complete its initial Business Combination from February 28, 2025 to March 29, 2025). The First 2025 Extension was the first of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination.

Previous report

On March 27, 2025, the Company drew additional Extension Funds, as approved by unanimous resolution of the extension committee of the Company’s board of directors, dated March 27, 2025, pursuant to the 2024 Note, which Extension Funds the Company deposited into the Company’s Trust Account for its public shareholders. This deposit enabled the Company to extend the date by which it must complete its initial Business Combination from March 29, 2025 to April 29, 2025. The Second 2025 Extension was the second of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination.

Previous report

On April 29, 2025, the Company drew additional Extension Funds, as approved by unanimous resolution of the extension committee of the Company’s board of directors, dated April 21, 2025, pursuant to the 2024 Note, which Extension Funds the Company deposited into the Company’s Trust Account for its public shareholders. This deposit enabled the Company to extend the date by which it must complete its initial Business Combination from April 29, 2025 to May 29, 2025. The Third 2025 Extension was the third of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination.

Previous report

On May 28, 2025, the Company drew additional Extension Funds, as approved by unanimous resolution of the extension committee of the Company’s board of directors, dated May 27, 2025, pursuant to the 2024 Note, which Extension Funds the Company deposited into the Company’s Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from May 29, 2025 to June 29, 2025. The Fourth 2025 Extension is the fourth of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination.

Previous report

For the six months ended June 30, 2025, we had a net loss of approximately $668,000, which included a loss from operations of approximately $680,000 and a loss from the change in fair value of warrant liabilities of approximately $79,000, partially offset by interest earned on investments held in the Trust Account of approximately $91,000.

Previous 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 approximately $1,000,000 partially offset by interest earned on investments held in the Trust Account of approximately $695,000 and a gain from the change in fair value of warrant liabilities of approximately $30,000.
Reworded paragraphs (6)

Previous wording

On June 26, 2025, the Company drew additional Extension Funds, as approved by unanimous resolution of the extension committee of the Company’s board of directors, dated June 26, 2025, pursuant to the 2024 Note, which Extension Funds the Company deposited into the Company’s Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from June 29, 2025 to July 29, 2025. The Fifth 2025 Extension is the fifth of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination. As of June 30, 2025 and December 31, 2024, the Company deposited an aggregate total of $690,000 and $660,000 Extension Funds pursuant to 2024 Note, respectively.

Current wording

On each of February 25, 2025, March 27, 2025, April 29, 2025, May 28, 2025, June 26, 2025, July 28, 2025, August 28, 2025, and September 26, 2025 the Company drew the Extension Funds, in the aggregate amount of $5,000, as approved by unanimous director or extension committee resolution pursuant to the 2024 Note, which Extension Funds the Company deposited into the Company’s Trust Account for its public shareholders. These deposits enabled the Company to extend the date by which it must complete its initial Business Combination from February 28, 2025 to October 29, 2025. These extensions are eight of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provide the Company with additional time to complete its initial Business Combination. As of September 30, 2025 and December 31, 2024, the Company deposited an aggregate total of $705,000 and $660,000 Extension Funds pursuant to the 2024 Note, respectively.

Previous 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.

Current wording

As of September 30, 2025, the Company had $8,808 in its operating bank account, and a working capital deficit of $6,546,604, 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, 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:

Current wording

As of September 30, 2025, there was approximately $5,198,208 of borrowings outstanding and $330,000 of related administrative fees owed to the Sponsor under the following promissory notes:

Previous wording

We cannot provide any assurance that new financing along the lines detailed above will be available to us on commercially acceptable terms, if at all. Further, we have until the Termination Date to consummate a Business Combination, but we cannot provide assurance that we will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or January 29, 2026, the date the Company is required to liquidate. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Current wording

We cannot provide any assurance that new financing along the lines detailed above will be available to us on commercially acceptable terms, if at all. Further, we have until the Termination Date to consummate a Business Combination, but we cannot provide assurance that we will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or January 29, 2026, the date the Company is required to liquidate. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Previous 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.

Current wording

For the three months ended September 30, 2025, we had a net loss of approximately $1,300,000, which included a loss from operations of approximately $248,000 and a loss from the change in fair value of warrant liabilities of approximately $1,100,000, partially offset by interest earned on investments held in the Trust Account of approximately $7,000.

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 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.

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.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

On July 16, 2025, the Company’s Public Warrants and Units started trading on the OTCID. The main difference between OTCID and OTCQB is that securities listed on the OTCID undergo additional quality review and have different listing standards than those on the OTCQB, although all are tiers of the OTC Markets. The trading symbols for the Public Warrants and Units remained the same.

Current report — wording carried from elsewhere

The transition to OTCID from OTCQB of the Company’s Public Warrants and Units did not affect the Company’s business operations, its relationships with partners or employees or its current SEC reporting obligations.