Constellation Acquisition Corp I
For the period ended Jun 30, 2026. Filed Aug 17, 2026.
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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.
Jun 30, 2026 · Filed Aug 17, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057759
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-17.
0001213900-26-090804
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 79 previous paragraphs and 82 current paragraphs.
72 unchanged; 7 reworded; 3 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 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
For the six months ended June 30, 2026, we had a net loss of approximately $3,943,000, which included a loss from operations of approximately $3,100,000 and a loss from the change in fair value of warrant liabilities of approximately $869,000, partially offset by interest earned on investments held in the Trust Account of approximately $9,000.
Current 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.
Current report
On April 13, 2026, the Company received a waiver letter from Deutsche Bank Securities Inc. pursuant to which it irrevocably waived its entitlement to receive its portion of the deferred underwriting fee of $6,510,000 that would otherwise have been payable upon the consummation of the Company’s initial Business Combination. As a result, the Company reduced its deferred underwriting fee liability by $6,510,000, leaving the remaining deferred underwriting fee liability of $4,340,000 attributable to Morgan Stanley & Co. LLC reported on condensed balance sheets as of June 30, 2026.
Reworded paragraphs (7)
Previous 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, September 26, 2025, October 28, 2025, November 25, 2025, December 23, 2025, February 27, 2026, March 26, 2026 and April 28, 2026 the Company drew the Extension Funds, in the aggregate amount of $5,000 each month, 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 May 29, 2026. These extensions were eleven of eleven one-month extensions of 2025 Extension and third of eleven one-month extensions of 2026 Extension permitted under the amended and restated memorandum and articles of association and provide the Company with additional time to complete its initial Business Combination. As of March 31, 2026 and December 31, 2025, the Company deposited an aggregate total of $735,000 and $720,000 Extension Funds pursuant to the 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, September 26, 2025, October 28, 2025, November 25, 2025, December 23, 2025, February 27, 2026, March 26, 2026, April 28, 2026, May 28, 2026, June 26, 2026 and July 29, 2026 the Company drew the Extension Funds, in the aggregate amount of $5,000 each month, 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 May 29, 2026. These extensions were eleven of eleven one-month extensions of 2025 Extension and third of eleven one-month extensions of 2026 Extension permitted under the amended and restated memorandum and articles of association and provide the Company with additional time to complete its initial Business Combination. As of June 30, 2026 and December 31, 2025, the Company deposited an aggregate total of $750,000 and $720,000 Extension Funds pursuant to the 2024 Note, respectively.
Previous wording
There is no guarantee that the entities will be able to consummate the HiTech Business Combination by the Termination Date or that Closing will occur. For more information on the HiTech Business Combination, please refer to the Company’s Current Report on Form 8-K, filed with the SEC on April 9, 2026, and the Proxy Statement/Registration Statement on Form S-4 that will be filed by PubCo with the U.S. Securities and Exchange Commission.
Current wording
There is no guarantee that the entities will be able to consummate the HiTech Business Combination by the Termination Date or that Closing will occur. For more information on the HiTech Business Combination, please refer to the Company’s Current Report on Form 8-K, filed with the SEC on April 9, 2026, the Registration Statement on Form S-4 containing a preliminary proxy statement/prospectus that was filed by PubCo with the SEC on June 26, 2026, and the definitive proxy statement that will be filed with the SEC and distributed to the Company’s shareholders.
Previous wording
As of March 31, 2026, the Company had $5,127 in its operating bank account, and a working capital deficit of $8,672,879, 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, 2026, the Company had $17,947 in its operating bank account, and a working capital deficit of $9,815,348, 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, 2026, there was approximately $5,458,109 of borrowings outstanding and $390,000 of related administrative fees owed to the Sponsor under the following promissory notes:
Current wording
As of June 30, 2026, there was approximately $5,733,109 of borrowings outstanding and $420,000 of related administrative fees owed to the related parties under the following promissory notes:
Previous wording
For the three months ended March 31, 2026, we had a net loss of approximately $686,000, which included a loss from operations of approximately $2,000,000, partially offset by a gain from the change in fair value of warrant liabilities of approximately $1,300,000 and interest earned on investments held in the Trust Account of approximately $5,000.
Current wording
For the three months ended June 30, 2026, we had a net loss of approximately $2,128,000, which included a loss from operations of approximately $1,127,000 and a loss from the change in fair value of warrant liabilities of approximately $2,132,000, partially offset by interest earned on investments held in the Trust Account of approximately $5,000.
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
We paid an underwriting discount of 2% of the per Unit offering price, or approximately $6,200,000 in the aggregate at the closing of the Initial Public Offering and agreed to pay Deferred Underwriting Fees of 3.5% of the gross offering proceeds, or approximately $10,850,000 in Deferred Underwriting Fees. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. On April 13, 2026, the Company received a waiver letter from Deutsche Bank Securities Inc for its portion of the Deferred Underwriting Fees, accrued in connection with the Initial Public Offering.
Current wording
We paid an underwriting discount of 2% of the per Unit offering price, or approximately $6,200,000 in the aggregate at the closing of the Initial Public Offering and agreed to pay Deferred Underwriting Fees of 3.5% of the gross offering proceeds, or approximately $10,850,000 in Deferred Underwriting Fees. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.