IPO and Trust Account - The Company raised gross proceeds of $310 million from its Initial Public Offering (IPO) by selling 31,000,000 Units at $10.00 per Unit, incurring offering costs of approximately $17.59 million[145]. - Following the IPO, the Company placed $310 million in a Trust Account, which was invested in U.S. government securities or money market funds[147]. - As of January 27, 2023, after redemptions, the balance in the Trust Account was approximately $46.14 million[151]. - As of January 27, 2025, the balance in the Trust Account was approximately $778,970 after redemptions totaling approximately $27.43 million[158]. - The Company has not generated any operating revenues to date and relies on non-operating income from interest on investments held in the Trust Account[172]. Business Combination and Extensions - On January 27, 2023, shareholders approved an extension of the deadline to complete a Business Combination from January 29, 2023, to April 29, 2023[150]. - The Company allowed for up to twelve months of extensions for completing a Business Combination, potentially extending the deadline to January 29, 2024[150]. - The Company approved multiple extensions in 2024, resulting in a new Termination Date of January 29, 2025[156]. - The Company drew an aggregate of $705,000 in Extension Funds in 2025 to extend the deadline for completing its initial Business Combination to October 29, 2025[159]. - The Company intends to complete its Business Combination before the mandatory liquidation date of January 29, 2026, but there is no assurance it will succeed[171]. Financial Performance - For the three months ended September 30, 2025, the Company reported a net loss of approximately $1,300,000, including a loss from operations of approximately $248,000[173]. - For the nine months ended September 30, 2025, the Company had a net loss of approximately $2,000,000, which included a loss from operations of approximately $928,000[174]. - As of September 30, 2025, the Company had a working capital deficit of $6,546,604, with only $8,808 in its operating bank account[167]. - The Company has approximately $5,198,208 of borrowings outstanding as of September 30, 2025, with various promissory notes issued to the Sponsor[169]. - The Company incurred a loss from the change in fair value of warrant liabilities of approximately $1,100,000 for the three months ended September 30, 2025[173]. Debt and Obligations - The Company has no long-term debt obligations or off-balance sheet arrangements as of September 30, 2025[177][183]. - The principal amount of the 2024 Note was increased by $590,000 to $2.25 million on June 5, 2025[163]. Other Considerations - The Company paid an underwriting discount of approximately $6,200,000 at the closing of the Initial Public Offering[179]. - The Company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act as an "emerging growth company"[186]. - On January 30, 2024, the Company began trading its Class A ordinary shares and Units on OTCQB under the symbols "CSTAF" and "CSTUF" respectively[153].
stellation Acquisition I(CSTA) - 2025 Q3 - Quarterly Report