IPO and Trust Account - The company completed its IPO on January 29, 2021, raising gross proceeds of $310 million from the sale of 31 million units at $10.00 per unit[23]. - Following the IPO, the company placed approximately $310 million in a U.S.-based trust account, which included $303.8 million from the IPO proceeds and $6.2 million from private placement warrants[24]. - As of January 30, 2024, there are 7,664,302 Class A ordinary shares outstanding after the conversion of 7.6 million Class B ordinary shares into Public Shares[30]. - In connection with the 2023 Shareholder Meeting, shareholders redeemed 26,506,157 Class A ordinary shares for approximately $269.5 million, leaving a trust account balance of about $46.1 million[26]. - The company approved a voluntary delisting from the New York Stock Exchange and began trading on OTCQX® Best Market under new symbols on January 16, 2024[28]. - At the 2024 Shareholder Meeting, shareholders redeemed 2,126,159 Class A ordinary shares for approximately $23.7 million, resulting in a trust account balance of $26.4 million[29]. - The company has a Trust Account balance of approximately $778,970.65 after redemptions on January 27, 2025[52]. - As of December 31, 2024, the company had approximately $28,120,285 available in the Trust Account to consummate a Business Combination[146]. Business Combination Plans - The company extended the deadline to complete a Business Combination from January 29, 2023, to April 29, 2023, and has the option to extend it monthly for up to nine additional months[25]. - The company’s Business Combination must involve a target with a fair market value of at least 80% of the net assets held in the Trust Account[34]. - The company can pursue Business Combinations with affiliated entities, provided an independent opinion is obtained to ensure fairness[37]. - The company has the option to extend the deadline for Business Combinations until January 29, 2026, with monthly extensions available[32]. - The company intends to effectuate its Business Combination using cash from the IPO proceeds, private placement warrants, equity, debt, or a combination thereof[47]. - The company may need additional financing to complete its Business Combination if the transaction requires more cash than available from the Trust Account or if a significant number of public shares are redeemed[51]. - The company has not selected any Business Combination target, leaving investors without a basis to evaluate potential merits or risks[49]. - The company may only be able to complete one Business Combination with the proceeds of the IPO and the sale of private placement warrants, leading to a lack of diversification that may negatively impact operations and profitability[146]. Redemption Rights and Procedures - The company will provide public shareholders with the opportunity to redeem their Class A ordinary shares at a price based on the Trust Account balance[75]. - Redemption rights will not apply to warrants, and the company will not proceed with redemptions if the Business Combination does not close[76]. - The company has waived redemption rights for its Sponsor and team regarding founder shares and public shares purchased during or after the IPO[77]. - If redemptions are conducted under SEC tender offer rules, the offer will remain open for at least 20 business days[87]. - Public shareholders must tender their certificates or deliver shares electronically to exercise redemption rights, with a deadline set two business days prior to the scheduled vote on the Business Combination[91]. - Shareholders can withdraw their redemption requests up to two business days before the scheduled vote on the Business Combination[95]. - The redemption price per share upon liquidation is expected to be $10.00, based on the aggregate amount in the Trust Account, but may be subject to claims from creditors[103]. - If the Trust Account proceeds fall below $10.00 per public share due to creditor claims, the actual redemption amount may be less than anticipated[105]. - The company will cease operations and redeem public shares if a Business Combination is not consummated by the Termination Date, with a maximum of ten business days to complete the redemption[99]. - The company anticipates that all costs associated with the dissolution plan will be funded from the remaining proceeds outside the Trust Account, estimated at $1,000,000[102]. - The company has agreements in place with its Sponsor and team members to waive rights to liquidating distributions from the Trust Account if a Business Combination is not completed by the Termination Date[100]. Financial Condition and Risks - As of December 31, 2024, the company had $5,303 in its operating bank account and a working capital deficit of $5,573,504[114]. - The company is within 12 months of its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[115]. - The company plans to consummate a Business Combination prior to the mandatory liquidation date, but may incur significant costs in the process[117]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a Business Combination[121]. - The ability of public shareholders to redeem shares could make the company's financial condition unattractive to potential Business Combination targets[121]. - The company may need to restructure transactions if a large number of shares are submitted for redemption, potentially limiting optimal capital structure[124]. - The requirement to consummate a Business Combination by the Termination Date may give potential target businesses leverage in negotiations[126]. - The company maintains the majority of its cash and cash equivalents in accounts with major financial institutions, which poses a risk if any institution fails[128]. - The company has incurred and expects to continue incurring significant costs in pursuit of finance and acquisition plans[117]. - Geopolitical tensions, including conflicts in Ukraine and Israel, have created volatility in U.S. and global markets, potentially impacting business combinations[129]. - The macroeconomic environment is characterized by persistent inflation, labor shortages, and supply chain disruptions, which could impair the ability to attract target companies for business combinations[132]. - Changes to U.S. tariffs and trade policies may negatively affect potential target companies, impacting their business and financial conditions[133]. - Increased geopolitical tensions could lead to a rise in cyber-attacks against U.S. companies, posing additional risks[131]. - The long-term effects of the COVID-19 pandemic and potential future pandemics could limit the ability to complete business combinations due to increased market volatility[134]. - The company may not be able to find a suitable target business for a business combination, which could lead to ceasing operations and liquidating assets[134]. Corporate Governance and Legal Considerations - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions, including not being required to comply with auditor attestation requirements[43]. - The company has applied for a tax exemption from the Cayman Islands government for a period of 20 years, exempting it from certain taxes on profits, income, gains, or appreciations[42]. - Shareholders of the company have limited rights to inspect corporate records under Cayman Islands law, which may hinder their ability to obtain necessary information for shareholder motions[220]. - The company's corporate governance is subject to the laws of the Cayman Islands, which differ from U.S. laws and may limit shareholders' rights[219]. - The company may face challenges in protecting shareholder interests due to its incorporation in the Cayman Islands, affecting the enforcement of judgments in U.S. courts[218]. - The company is subject to U.S. federal securities laws, but the rights of shareholders under Cayman Islands law may differ significantly from those in the U.S.[219]. - The common law of the Cayman Islands, which governs the company's affairs, is less developed compared to U.S. corporate law, impacting shareholder rights and director responsibilities[219]. Securities and Market Risks - The company has incurred and expects to continue incurring significant costs in pursuit of finance and acquisition plans[117]. - The company may issue additional Class A ordinary shares or preference shares to complete its Business Combination, which could dilute existing shareholders' interests[187]. - The Class B ordinary shares will automatically convert into Class A ordinary shares at a ratio such that they equal approximately 99.16% of the total ordinary shares issued after the Business Combination[188]. - The company may incur substantial debt to complete a Business Combination, which could negatively impact shareholders' investment value[191]. - The company has 31,000,000 public warrants and 5,466,667 private placement warrants classified as derivative liabilities, which may lead to material fluctuations in financial results due to fair value changes[196]. - The company expects to recognize non-cash gains or losses on warrants each reporting period, which could be material and adversely affect the market price of its securities[197]. - The SEC's new SPAC Rules, effective July 1, 2024, impose additional disclosure requirements and could materially affect the company's ability to complete its initial business combination[205]. - The company may face increased costs and time to complete a business combination due to compliance with the Sarbanes-Oxley Act, particularly regarding internal controls[210]. - If deemed a passive foreign investment company (PFIC), U.S. investors may face adverse federal income tax consequences[211]. - The company may reincorporate in another jurisdiction during its business combination, potentially resulting in tax liabilities for shareholders[212]. - Changes in laws and regulations may increase the company's costs and the risk of non-compliance, diverting management's attention from seeking business combination targets[213]. - The company must ensure that its activities do not classify it as an investment company under the Investment Company Act, which could impose burdensome compliance requirements[200]. - The SEC has increased scrutiny on SPACs, with litigation challenging acquisitions and potential liabilities for misleading claims, which could harm the company's reputation and operations[206]. - The market value of the company's Class A ordinary shares held by non-affiliates must exceed $700 million for the company to lose its "emerging growth company" status[215]. - The company has elected not to opt out of the extended transition period for new financial accounting standards, allowing it to adopt standards at the same time as private companies[216]. - As a "smaller reporting company," the company can provide only two years of audited financial statements until its market value reaches $250 million or annual revenues exceed $100 million[217].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39945 CONSTELLATION ACQUISITION CORP I (Exact name of registrant as specified in its charter) | --- | |----------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on whichregistered Class A ordinary shares, par value $0.0001 per share CSTAF OTCQXBest Market Redeemable warrants, each one whole warrant exercisable for one share of Class A ordinary share at an exercise price of $11.50 CSTWF OTCQBVenture Market Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant CSTUF OTCQXBest Market FORM 10-Q ☒ QUAR ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39945 (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1574835 | | --- | --- | | (State or other jurisdictio ...

Financial Performance - For the year ended December 31, 2023, the company reported a net loss of approximately $0.36 million, which included interest earned on investments of $3.0 million and a gain from the change in fair value of warrant liabilities of $0.2 million, offset by a loss from operations of $3.56 million[98]. - The company has not generated any revenues to date and will incur increased expenses as a public company[155]. - The Company has no long-term debt obligations or capital lease obligations[156]. - The aggregate market value of the Company's voting and non-voting common equity held by non-affiliates as of June 30, 2023, was approximately $47.54 million[271]. Shareholder Actions - The company held a shareholder meeting on January 27, 2023, where holders of 26,506,157 Class A ordinary shares redeemed their shares for an aggregate amount of approximately $269,485,746, resulting in a remaining balance in the Trust Account of approximately $46,138,503[90][121]. - The company held a shareholder meeting on January 27, 2023, where 26,506,157 Class A ordinary shares were redeemed for approximately $10.167 per share, totaling an aggregate redemption amount of approximately $269,485,746[184]. - On January 29, 2024, holders of 2,126,159 Class A ordinary shares redeemed their shares for an aggregate amount of approximately $23,671,533, at a price of about $11.13 per share[236]. - After the redemptions, the balance in the Trust Account was approximately $26,415,545[236]. Business Combination - The company is a blank check company formed for the purpose of effecting a Business Combination[119]. - The Company intends to complete its Business Combination before the mandatory liquidation date but may require additional financing if costs exceed estimates[125]. - The company is within 12 months of mandatory liquidation, raising substantial doubt about its ability to continue as a going concern until the consummation of a Business Combination or the Termination Date[185]. - The company may seek a Business Combination that requires a minimum net worth or cash amount, which could be jeopardized if too many public shareholders exercise their redemption rights[186]. - The company may face challenges in completing its Business Combination if the target business does not meet its general criteria, potentially leading to shareholder redemption rights being exercised[213]. - The company will include historical and/or pro forma financial statement disclosures in its proxy statement for the proposed Business Combination, which may limit the pool of potential target businesses[214]. - The company aims to retain key employees and directors post-Business Combination[277]. - There is a focus on generating potential Business Combination opportunities by the management team[277]. Trust Account and Financing - The company has approximately $46,600,678.12 remaining in a U.S.-based trust account after redemptions[121]. - The Trust Account funds are maintained in cash with an interest rate of approximately 2.5% to 3.0% per annum[131]. - The company may repay loaned amounts from the proceeds of the Trust Account if a Business Combination is completed, with up to $1,500,000 of such loans convertible into warrants at $1.50 each[224]. - The company expects to use a portion of the funds available outside the Trust Account to pay fees to consultants for identifying target businesses[245]. Corporate Governance - The company has a Clawback Policy in place to recoup certain executive compensation in the event of an accounting restatement due to material noncompliance with financial reporting requirements[110]. - The company has not entered into any agreements with executive officers and directors that provide for benefits upon termination of employment[85]. - The audit committee is responsible for monitoring the independence of the independent registered public accounting firm and ensuring compliance with applicable laws and regulations[176]. - The company’s board of directors has determined that each member of the audit committee qualifies as an "audit committee financial expert" as defined by SEC rules[201]. - The audit committee consists of Heiko Faass, Nicole Schepanek, and Bob Stefanowski, all of whom are independent and financially literate[201]. - Bob Stefanowski will serve as the Chairman of the audit committee, which is responsible for overseeing the work of the independent registered public accounting firm[201]. - The company has not established any limit on the amount of consulting or management fees that may be paid by the combined company to its directors or members of management[198]. Stock and Shareholder Rights - The founder shares and private placement warrants are subject to transfer restrictions, with a lock-up period until one year after the completion of the Business Combination[187]. - Holders of founder shares and private placement warrants are entitled to registration rights, including up to three demands for registration of securities[190]. - The company will bear the expenses incurred in connection with the filing of registration statements for these securities[191]. - The Company has entered into a registration and shareholder rights agreement entitling initial shareholders to certain registration rights[255]. - The Company has agreed not to transfer founder shares until one year after the completion of the Business Combination[246]. - The company’s founder shares will automatically convert into Class A ordinary shares at the time of the Business Combination[231]. Miscellaneous - The company does not believe that inflation had a material impact on its business, revenues, or operating results during the period presented[101]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[159]. - The company announced its intention to voluntarily delist its Class A ordinary shares, warrants, and units from The New York Stock Exchange and will apply to have them quoted on the OTC[215]. - The company began trading its Class A ordinary shares and units on the OTCQX Best Market under the symbols "CSTAF" and "CSTUF," respectively, and its warrants on the OTCQB Venture Market under the symbol "CSTWF" on January 16, 2024[215]. - The exercise price for the redeemable warrants is $11.50 per Class A ordinary share[275]. - Forward-looking statements include expectations regarding the completion of the Business Combination and potential financing opportunities[277].

 Intends to Apply to Transfer Securities to OTCQX New York, N.Y., Dec. 20, 2023 (GLOBE NEWSWIRE) --  Constellation Acquisition Corp I (NYSE:CSTA) (the "Company") today announced its intention to voluntarily delist its Class A ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), redeemable warrants, each one whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50 (the "Warrants") and units, each consisting of one share of Class A ordinary shares and ...

Financial Performance - For the nine months ended September 30, 2023, the company reported a net income of approximately $0.1 million, which included $2.5 million in interest earned on investments held in the Trust Account and a gain of $0.03 million from the change in fair value of warrant liabilities, offset by a loss from operations of $2.4 million [214]. - The company incurred offering costs of $17,586,741 million during its Initial Public Offering, which included $10,850,000 million in deferred underwriting commissions [207]. - The company has agreed to pay deferred underwriting fees of 3.5% of the gross offering proceeds, approximately $10,850,000, upon completion of its Initial Business Combination [217]. Business Combination and Liquidation - The company has until November 29, 2023, to complete a Business Combination, or it will cease operations and liquidate, redeeming Public Shares for a pro rata portion of the Trust Account [209]. - The company is within 12 months of mandatory liquidation, raising substantial doubt about its ability to continue as a going concern until the consummation of a Business Combination or the liquidation date [211]. - The company drew an additional $150,000 on October 26, 2023, to extend the deadline for completing its initial Business Combination from October 29, 2023, to November 29, 2023 [205]. - The company may need to obtain additional financing to complete an initial Business Combination or to redeem a significant number of its Public Shares [212]. Trust Account Management - The company liquidated U.S. government treasury obligations or money market funds held in the Trust Account on January 27, 2023, and the funds will be maintained in cash in an interest-bearing demand deposit account at a bank, currently earning approximately 2.5% - 3.0% per annum [220]. - The company has placed $310.0 million of net proceeds from its Initial Public Offering into a Trust Account, invested in permitted U.S. government securities [208]. External Factors - The geopolitical conditions resulting from the invasion of Ukraine and the Israel-Hamas war may adversely affect the company's search for a Business Combination [225].

Financial Performance - The Company had a net income of approximately $0.8 million for the three months ended June 30, 2023, driven by $0.5 million in interest income and a $0.6 million gain from the change in fair value of warrant liabilities[138]. - For the six months ended June 30, 2023, the Company experienced a net loss of approximately $0.2 million, which included $1.9 million in interest income offset by $1.6 million in operational losses[139]. - The Company has not engaged in any operations or generated revenues to date, relying solely on non-operating income from interest and dividends[137]. Capital Structure - The Company raised gross proceeds of $310.0 million from its Initial Public Offering, with offering costs amounting to $17.6 million[125]. - The Company incurred an underwriting discount of approximately $6.2 million and agreed to pay deferred underwriting fees of about $10.85 million upon completion of an Initial Business Combination[144]. Working Capital and Liquidity - As of June 30, 2023, the Company reported a working capital deficit of $1,823,418 and only $3,236 in its operating bank account[132]. - The Company liquidated U.S. government treasury obligations held in the Trust Account on January 27, 2023, with the remaining balance in the Trust Account being $46,138,503 after redemptions[136]. - As of June 30, 2023, the Company had no long-term debt obligations or off-balance sheet arrangements[142][146]. Business Combination Timeline - The Company has until August 29, 2023, to complete a Business Combination, or it will be required to liquidate[133]. Trust Account Interest - Interest on the Trust Account's deposit is currently approximately 2.5% - 3.0% per annum, subject to variability[150].

Financial Performance - As of March 31, 2023, the Company reported a net loss of approximately $0.9 million, including a loss from operations of $1.3 million[129] - The Company incurred a loss from the change in fair value of warrant liabilities amounting to $1.0 million for the three months ended March 31, 2023[129] Capital and Funding - The Company raised gross proceeds of $310.0 million from the Initial Public Offering, with offering costs amounting to $17.6 million[117] - The Trust Account balance after redemptions was approximately $46.1 million following the redemption of 26,506,157 Class A ordinary shares at about $10.167 per share[127] - The Company had a working capital deficit of $1,596,683 as of March 31, 2023[123] Business Operations - The Company has until the end of the Combination Period to complete a Business Combination, or it will liquidate and redeem Public Shares[121] - The Company generated non-operating income of $1.4 million from interest on investments held in the Trust Account[129] Debt and Obligations - The Company has no long-term debt obligations or capital lease obligations[132] Interest and Growth Classification - The interest rate on the Trust Account's cash deposit is currently approximately 2.5% - 3.0% per annum[140] - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[138]

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 58 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers | --- | --- | --- | |----------------------|-------|------------------------------| | Name \nOfficers | Age | Position | | Chandra R. Patel | 57 | Chief Executive Officer | | Richard C. Davis | 57 | President | | Jarett Goldman | 36 | Chief Financial Officer | | Graeme Shaw | 52 | Chief Technology Officer | ...