Workflow
stellation Acquisition I(CSTA) - 2023 Q4 - Annual Report
CSTAstellation Acquisition I(CSTA)2024-03-29 20:44

Financial Performance - For the year ended December 31, 2023, the company reported a net loss of approximately 0.36million,whichincludedinterestearnedoninvestmentsof0.36 million, which included interest earned on investments of 3.0 million and a gain from the change in fair value of warrant liabilities of 0.2million,offsetbyalossfromoperationsof0.2 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 47.54million[271].ShareholderActions−ThecompanyheldashareholdermeetingonJanuary27,2023,whereholdersof26,506,157ClassAordinarysharesredeemedtheirsharesforanaggregateamountofapproximately47.54 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].−ThecompanyheldashareholdermeetingonJanuary27,2023,where26,506,157ClassAordinaryshareswereredeemedforapproximately46,138,503[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].−OnJanuary29,2024,holdersof2,126,159ClassAordinarysharesredeemedtheirsharesforanaggregateamountofapproximately269,485,746[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 11.13pershare[236].−Aftertheredemptions,thebalanceintheTrustAccountwasapproximately11.13 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 46,600,678.12remaininginaU.S.−basedtrustaccountafterredemptions[121].−TheTrustAccountfundsaremaintainedincashwithaninterestrateofapproximately2.546,600,678.12 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 1.50each[224].−ThecompanyexpectstouseaportionofthefundsavailableoutsidetheTrustAccounttopayfeestoconsultantsforidentifyingtargetbusinesses[245].CorporateGovernance−ThecompanyhasaClawbackPolicyinplacetorecoupcertainexecutivecompensationintheeventofanaccountingrestatementduetomaterialnoncompliancewithfinancialreportingrequirements[110].−Thecompanyhasnotenteredintoanyagreementswithexecutiveofficersanddirectorsthatprovideforbenefitsuponterminationofemployment[85].−Theauditcommitteeisresponsibleformonitoringtheindependenceoftheindependentregisteredpublicaccountingfirmandensuringcompliancewithapplicablelawsandregulations[176].−Thecompany’sboardofdirectorshasdeterminedthateachmemberoftheauditcommitteequalifiesasan"auditcommitteefinancialexpert"asdefinedbySECrules[201].−TheauditcommitteeconsistsofHeikoFaass,NicoleSchepanek,andBobStefanowski,allofwhomareindependentandfinanciallyliterate[201].−BobStefanowskiwillserveastheChairmanoftheauditcommittee,whichisresponsibleforoverseeingtheworkoftheindependentregisteredpublicaccountingfirm[201].−Thecompanyhasnotestablishedanylimitontheamountofconsultingormanagementfeesthatmaybepaidbythecombinedcompanytoitsdirectorsormembersofmanagement[198].StockandShareholderRights−Thefoundersharesandprivateplacementwarrantsaresubjecttotransferrestrictions,withalock−upperioduntiloneyearafterthecompletionoftheBusinessCombination[187].−Holdersoffoundersharesandprivateplacementwarrantsareentitledtoregistrationrights,includinguptothreedemandsforregistrationofsecurities[190].−Thecompanywillbeartheexpensesincurredinconnectionwiththefilingofregistrationstatementsforthesesecurities[191].−TheCompanyhasenteredintoaregistrationandshareholderrightsagreemententitlinginitialshareholderstocertainregistrationrights[255].−TheCompanyhasagreednottotransferfoundersharesuntiloneyearafterthecompletionoftheBusinessCombination[246].−Thecompany’sfoundershareswillautomaticallyconvertintoClassAordinarysharesatthetimeoftheBusinessCombination[231].Miscellaneous−Thecompanydoesnotbelievethatinflationhadamaterialimpactonitsbusiness,revenues,oroperatingresultsduringtheperiodpresented[101].−TheCompanyqualifiesasan"emerginggrowthcompany"undertheJOBSAct,allowingittodelaytheadoptionofnewaccountingstandards[159].−ThecompanyannounceditsintentiontovoluntarilydelistitsClassAordinaryshares,warrants,andunitsfromTheNewYorkStockExchangeandwillapplytohavethemquotedontheOTC[215].−ThecompanybegantradingitsClassAordinarysharesandunitsontheOTCQXBestMarketunderthesymbols"CSTAF"and"CSTUF,"respectively,anditswarrantsontheOTCQBVentureMarketunderthesymbol"CSTWF"onJanuary16,2024[215].−Theexercisepricefortheredeemablewarrantsis1.50 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].