UNITED STATES
______________________
SCHEDULE 14A
______________________
Proxy Statement Pursuant to Section 14(a) of the
Filed by the Registrant
☒
Filed by a Party other than the Registrant
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Check the appropriate box:
☐
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a
-6
(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a
-12
Constellation Acquisition Corp I
______________________________________________________________
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0
-11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
LETTER TO SHAREHOLDERS OF CONSTELLATION ACQUISITION CORP I
Dear Constellation Acquisition Corp I Shareholder:
You are cordially invited to attend an extraordinary general meeting of Constellation Acquisition Corp I, a Cayman Islands exempted company (“
Constellation
” or the “
Company
”), which will be held on January
27, 2025, at 1:30 p.m., Eastern Time, at the offices of Kirkland Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “
Shareholder Meeting
”).
The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “
Memorandum and Articles of Association
”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Constellation’s Chief Executive Officer at ir@constellationacquisition.com by 1:30 p.m., Eastern Time, on January
23, 2025 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting
https:
//
www.cstproxy.com
/
constellationacquisition/2025
.
The attached notice of the Shareholder Meeting and proxy statement describe the business Constellation will conduct at the Shareholder Meeting and provide information about Constellation that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated January
10, 2025, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:
1.
Proposal No. 1 — Extension Amendment Proposal —
To amend, by way of special resolution, Constellation’s Memorandum and Articles of Association to extend the date (the “
Termination Date
”) by which Constellation has to consummate a Business Combination (as defined below) (the “
Arti
cles Extensi
on
”) from January 29, 2025 (the “
Original Termination Date
”) to February
29, 2025 (the “
Articles Extension Date
”) and to allow Constellation, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of Constellation’s board of directors (the “
Board
”), if requested by Constellation Sponsor LP, a Delaware limited partnership (the “
Sponsor
”), and upon five days’ advance notice prior to the applicable Termination Date, until January
29, 2026 (each, an “
Additional Articles Extension Date
”), or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “
Extension Amendment Proposal
”);
2.
Proposal No. 2 — Founder Share Amendment Proposal —
To amend, by way of special resolution, Constellation’s Memorandum and Articles of Association (the “
Founder Share Amendment
,” and such proposal, the “
Founder Share Amendment Proposal
”) to permit for the issuance of Class A ordinary shares (the “
Class A Ordinary Shares
”) to holders of the Company’s Class B ordinary shares, par value of US$0.0001 per share (the “
Founder Shares
” or “
Class B Ordinary Shares
” and together with the Class A Ordinary Shares, the “
Ordinary Shares
”), upon the exercise of the right of a holder of the Class B Ordinary Shares to convert such holder’s Class B Ordinary Shares into Class A Ordinary Shares on a one
-for
-one
basis at any time and from time to time prior to the closing of an initial business combination (a “
Business Combination
”) at the election of the holder; and
3.
Proposal No. 3 — Adjournment Proposal —
To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares and Class B Ordinary Shares in the capital of Constellation represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, (ii) where Constellation would not adhere to the initial or continued trading requirements of the OTCQX
®
Best Market (“
OTCQX
”) and the OTCQB® Venture Market (“
OTCQB
” and together with OTCQX, “
OTC
”) or (iii) where the Board has determined it is otherwise necessary (the “
Adjournment Proposal
”).
200
Park Avenue, 32
nd
Floor
New York, NY 10166
Each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Sponsor (or one or more of its affiliates, members or third -party designees) (the “ Lender ”) shall make a deposit into the Company’s trust account (the “ Trust Account ”) of $5,000, in exchange for a non -interest bearing, unsecured promissory note issued by Constellation to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Constellation has not consummated an initial Business Combination by February 29, 2025, without approval of Constellation’s public shareholders, Constellation may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $5,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $55,000 (if all eleven additional monthly extensions are exercised), in exchange for a non -interest bearing, unsecured promissory note issued by Constellation to the Lender. If Constellation completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note. If Constellation does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Extension Amendment Proposal, the Founder Share Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Constellation additional time to complete a Business Combination. You are not being asked to vote on a Business Combination at this time.
The Memorandum and Articles of Association provide that Constellation has until January 29, 2025 to complete its initial Business Combination. Constellation’s Board has determined that it is in the best interests of Constellation to seek an extension of the Termination Date and have Constellation’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, Constellation believes that Constellation will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Constellation would be precluded from completing a Business Combination and would be forced to liquidate.
Constellation reserves the right at any time to postpone or adjourn the Shareholder Meeting (by means of adjourning the Shareholder Meeting) and not to submit to its shareholders the Extension Amendment Proposal, the Founder Share Amendment Proposal or implement the Articles Extension. In the event the Shareholder Meeting is postponed or adjourned, and Constellation is unable to complete a Business Combination on or before the Termination Date, Constellation will dissolve and liquidate in accordance with the Memorandum and Articles of Association.
As contemplated by the Memorandum and Articles of Association, the holders of Constellation’s Class A Ordinary Shares issued as part of the Units (as defined below) sold in Constellation’s initial public offering (the “ Public Shares ”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “ Trust Account ”) established to hold a portion of the proceeds of the initial public offering and the concurrent sale of the private placement warrants, if either the Articles Extension or the Founder Share Amendment is implemented, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal or the Founder Share Amendment Proposal. If the Extension Amendment Proposal or the Founder Share Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the redemption will retain their right to redeem their Public Shares in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension Date or the relevant Additional Articles Extension Date.
On January 7, 2025, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share was approximately $11.88, based on the aggregate amount on deposit in the Trust Account of approximately $28,139,416.49 as of January 7, 2025 (including interest not previously released to Constellation to pay its taxes), divided by the total number of then outstanding Public Shares. The redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to Constellation to pay its taxes, if any, two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on OTCQX on January 7, 2025 was $11.81. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.07 more per share than if the shares were sold in the open market (based on the per share redemption price as of January 7, 2025). Constellation cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its Securities (as defined below) when such shareholders wish to sell their shares. Constellation believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Constellation does not complete a Business Combination on or before the Termination Date.
If the Extension Amendment Proposal and the Founder Share Amendment Proposal are not approved, and a Business Combination is not completed on or before the Termination Date, Constellation will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the total number of the then -outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Constellation’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Constellation’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to Constellation’s Warrants (as defined below), which will expire worthless in the event Constellation dissolves and liquidates the Trust Account.
Subject to the foregoing, the approval of each of the Extension Amendment Proposal and the Founder Share Amendment Proposal require a special resolution under Cayman Islands law, being the affirmative vote of at least a two -thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
On January 16, 2024, Constellation voluntarily delisted its Class A Ordinary Shares, redeemable warrants, each one whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 (the “ Warrants ”), and units, each consisting of one Class A Ordinary Share and one -third of one redeemable warrant (the “ Units ” and together with the Ordinary Shares and the Warrants, the “ Securities ”), from the New York Stock Exchange and began trading its Securities on OTC. The Class A Ordinary Shares are quoted on the OTCQX under its trading symbol “CSTAF,” the Warrants are quoted on OTCQB under its trading symbol “CSTWF”, and the Units are quoted on the OTCQX under its trading symbol “CSTUF.”
Constellation remains subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal at the Shareholder Meeting or if due to redemptions in connection with the Articles Extension, Constellation would not adhere to the continued trading requirements of the OTC, or if the Board has determined it is otherwise necessary.
The Board has fixed the close of business on January 2, 2025 as the date for determining Constellation’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.
The Board of Constellation believes that it is in the best interests of Constellation that Constellation obtain the Articles Extension. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal are in the best interests of Constellation and its shareholders and has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Founder Share Amendment Proposal and “FOR” the Adjournment Proposal.
Your vote is very important . Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of each of the Extension Amendment Proposal and the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two -thirds (2 / 3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONSTELLATION’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Constellation urges you to read this material carefully and vote your shares.
|
By Order of the Board of Directors of Constellation Acquisition Corp I |
||
|
/s/ Chandra R. Patel |
||
|
Chandra R. Patel |
||
|
Chairman of the Board of Directors |
||
CONSTELLATION ACQUISITION CORP I
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To the Shareholders of Constellation Acquisition Corp I:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Constellation Acquisition Corp I, a Cayman Islands exempted company (“
Constellation
” or the “
Company
”), will be held on January
27, 2025, at 1:30 p.m., Eastern Time (the “
Shareholder Meeting
”), at the offices of Kirkland Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “
Memorandum and Articles of Association
”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Constellation’s Chief Executive Officer at ir@constellationacquisition.com by 1:30 p.m., Eastern Time, on January
23, 2025 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting
https:
//
www.cstproxy.com
/
constellationacquisition/2025
.
You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to extend the date (the “
Termination Date
”) by which Constellation has to consummate a Business Combination (the “
Articles Extension
”) from January 29, 2025 (the “
Original Termination Date
”) to February
29, 2025 (the “
Articles Extension Date
”) and to allow Constellation, without another shareholder vote, to elect to extend the Termination Date to consummate an initial business combination (the “
Business Combination
”) on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of Constellation’s board of directors (the “
Board
”), if requested by Constellation Sponsor LP, a Delaware limited partnership (the “
Sponsor
”), and upon five days’ advance notice prior to the applicable Termination Date, until January
29, 2026 (each, an “
Additional Articles Extension Date
”), or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “
Extension Amendment Proposal
”), (ii) a founder share amendment proposal to amend, by way of special resolution, Constellation’s Memorandum and Articles of Association (the “
Founder Share Amendment
,” and such proposal, the “
Founder Share Amendment Proposal
”) to permit for the issuance of Class A ordinary shares, par value of US$0.0001 per share (the “
Class A Ordinary Shares
”), to holders of the Company’s Class B ordinary shares, par value of US$0.0001 per share (the “
Founder Shares
” or “
Class B Ordinary Shares
” and together with Class A Ordinary Shares, the “
Ordinary Shares
”), upon the exercise of the right of a holder of the Class B Ordinary Shares to convert such holder’s Class B Ordinary Shares into Class A Ordinary Shares on a one
-for
-one
basis at any time and from time to time prior to the closing of an initial Business Combination at the election of the holder and (iii) an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Ordinary Shares represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal or (b) where the Board has determined it otherwise necessary (the “
Adjournment Proposal
”), each as more fully
described below in the accompanying proxy statement, which is dated January
10, 2025, and is first being mailed to shareholders on or about that date. The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:
1.
Proposal No. 1 — The Extension Amendment Proposal
—
RESOLVED
, as a special resolution that:
a)
Article 49.7 of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) February
29, 2025 (or January
29, 2026, if applicable under the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “
Termination Date
”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per
-Share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation (less taxes payable and up to US$100,000 of interest to pay liquidation expenses), divided by the number of the then
-outstanding
Public Shares, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Constellation’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Constellation’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within forty
-nine
months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to eleven times by an additional one month each time after the forty
-ninth
month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until sixty months from the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third
-party
designees) (the “
Lender
”) will deposit US$5,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to US$55,000 (if all eleven additional monthly extensions are exercised), in exchange for a non
-interest
bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
b)
Article 49.8(a) of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):
“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within forty
-nine
months (or up to sixty, if applicable under the provisions of Article 49.7) from the consummation of the IPO;”
2.
Proposal No. 2 — The Founder Share Amendment Proposal
—
RESOLVED
, as a special resolution that:
Article 49.10 of Constellation’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10:
“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article 17 hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a)
receive funds from the Trust Account; or
(b)
vote as a class with the Public Shares: (i) on the Company’s initial Business Combination or on any other proposal presented to Members prior to or in connection with the completion of an initial Business Combination; or (ii) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has to consummate a Business Combination beyond January 29, 2026 or (y) amend this Article 49.10.”
3.
Proposal No. 3 — The Adjournment Proposal —
RESOLVED
, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares and Class B Ordinary Shares in the capital of Constellation represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, (ii) where Constellation would not adhere to the initial or continued trading requirements of the OTCQX® Best Market (“
OTCQX
”) and the OTCQB® Venture Market (“
OTCQB
” and together with OTCQX, “
OTC
”) or (iii) where the Board of Constellation has determined it is otherwise necessary.
Each of the Extension Amendment Proposal, Founder Share Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
Constellation reserves the right at any time to postpone or adjourn the Shareholder Meeting (by means of adjourning the Shareholder Meeting) and not to submit to its shareholders the Extension Amendment Proposal, the Founder Share Amendment Proposal or implement the Articles Extension. In the event the Shareholder Meeting is postponed or adjourned, and Constellation is unable to complete a Business Combination on or before the Termination Date, Constellation will dissolve and liquidate in accordance with the Memorandum and Articles of Association.
If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Company’s trust Account (“
Trust Account
”) of $5,000, in exchange for a non
-interest
bearing, unsecured promissory note issued by Constellation to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Constellation has not consummated a Business Combination by February
29, 2025, without approval of Constellation’s public shareholders, Constellation may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $5,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $55,000 (if all eleven additional monthly extensions are exercised), in exchange for a non
-interest
bearing, unsecured promissory note issued by Constellation to the Lender. If Constellation completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note. If Constellation does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Extension Amendment Proposal, the Founder Share Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Constellation additional time to complete a Business Combination.
You are not being asked to vote on
a
Business Combination at this time.
The Memorandum and Articles of Association provide that Constellation has until January 29, 2025 to complete its initial Business Combination. The Board has determined that it is in the best interests of Constellation to seek an extension of the Termination Date and have Constellation’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, Constellation believes that Constellation will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Constellation would be precluded from completing a Business Combination and would be forced to liquidate.
The Board of Constellation believes that it is in the best interests of Constellation that Constellation obtain the Articles Extension. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal are in the best interests of Constellation and its shareholders and has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Founder Share Amendment Proposal and “FOR” the Adjournment Proposal.
As contemplated by the Memorandum and Articles of Association, the holders of Constellation’s Class A Ordinary Shares issued as part of the Units (as defined below) sold in Constellation’s initial public offering (the “
Public Shares
”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “
Trust Account
”) established to hold a portion of the proceeds of the initial public offering (the “
Initial Public Offering
”) and the concurrent sale of the private placement warrants (the “
Private Placement Warrants
”), if either the Articles Extension or the Founder Share Amendment is implemented, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal or the Founder Share Amendment Proposal.
If the Extension Amendment Proposal or the Founder Share Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the redemption will retain their right to redeem their Public Shares in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension Date or the relevant Additional Articles Extension Date.
On January
7, 2025, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $11.88, based on the aggregate amount on deposit in the Trust Account of approximately $28,139,416.49 as of January
7, 2025 (including interest not previously released to Constellation to pay its taxes, if any), divided by the total number of then outstanding Public Shares. The redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation to pay its taxes, if any, two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the OTCQX on January
7, 2025 was $11.81. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.07 more per share than if the shares were sold in the open market (based on the per share redemption price as of January
7, 2025). Constellation cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its Securities (as defined below) when such shareholders wish to sell their shares. Constellation believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Constellation does not complete a Business Combination on or before the Termination Date.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension.
Constellation cannot predict the amount that will remain in the Trust Account following the redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $28,139,416.49 that was in the Trust Account as of January
7, 2025 (including interest not previously released to Constellation to pay its taxes).
If the Extension Amendment Proposal and the Founder Share Amendment Proposal are not approved, and a Business Combination is not completed on or before the Termination Date, Constellation will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per
-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the total number of the then
-outstanding
Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Constellation’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Constellation’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to Constellation’s Warrants (as defined below), which will expire worthless in the event Constellation dissolves and liquidates the Trust Account.
In the event of a liquidation, the Sponsor and certain initial shareholders of Constellation (the “
Initial Shareholders
”) will not receive any monies held in the Trust Account as a result of its ownership of 7,750,000 Ordinary Shares which were issued to the Sponsor prior to the Initial Public Offering, and 5,466,667 Private Placement Warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering and concurrently with the underwriters’ partial exercise of their over
-allotment
option. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONSTELLATION’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Subject to the foregoing, the approval of each of the Extension Amendment Proposal and the Founder Share Amendment Proposal require a special resolution under Cayman Islands law, being the affirmative vote of at least a two
-thirds
(2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal at the Shareholder Meeting or if due to redemptions in connection with the Articles Extension, Constellation would not adhere to the continued trading requirements of the OTC, or if the Board has determined it is otherwise necessary.
On January 16, 2024, Constellation voluntarily delisted its Class A Ordinary Shares, redeemable warrants, each one whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 (the “
Warrants
”), and units, each consisting of one Class A Ordinary Share and one
-third
of one redeemable warrant (the “
Units
” and together with the Ordinary Shares and the Warrants, the “
Securities
”), from the New York Stock Exchange and
began trading its Securities on the OTC. The Ordinary Shares are quoted on the OTCQX under its trading symbol “CSTAF,” the Warrants are quoted on the OTCQB under its trading symbol “CSTWF” and the Units are quoted on the OTCQX under its trading symbol “CSTUF.”
Constellation remains subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended.
Record holders of Ordinary Shares at the close of business on January 2, 2025 (the “
Record Date
”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 9,967,684 issued and outstanding Class A Ordinary Shares and 150,000 issued and outstanding Class B Ordinary Shares. Constellation’s Warrants do not have voting rights.
The Initial Shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per
-share
redemption price. As of the date of the accompanying proxy statement, the Initial Shareholders hold 76.6% of the issued and outstanding Ordinary Shares and Constellation’s officers and directors have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Initial Shareholders, (i) the approval of the Extension Amendment Proposal and the Founder Share Amendment Proposal will require the affirmative vote of none of the Ordinary Shares held by public shareholders if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of none of the Ordinary Shares held by public shareholders if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; (ii) approval of the Adjournment Proposal will not require the affirmative vote of additional Ordinary Shares held by public shareholders if all Ordinary Shares are represented at the Shareholder Meeting and cast votes or if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.
The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Constellation urges you to read this material carefully and vote your shares.
The accompanying proxy statement is dated January
10, 2025, and is first being mailed to shareholders on or about that date.
By Order of the Board of Directors of Constellation Acquisition Corp I
/s/ Chandra R. Patel
Chandra R. Patel
Chairman of the Board of Directors
January
10, 2025
Page
iii
1
6
19
25
31
35
36
Business of Constellation and Certain Information About Constellation
43
45
47
47
47
i
CONSTELLATION ACQUISITION CORP I
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “
Board
”) for use at the extraordinary general meeting of Constellation Acquisition Corp I, a Cayman Islands exempted company (“
Constellation
,” “
Company
,” “
we
,” “
us
” or “
our
”), which will be held on January
27, 2025, at 1:30 p.m., Eastern Time, at the offices of Kirkland Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “
Shareholder Meeting
”).
YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Shareholder Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
ii
Cautionary Note Regarding
Forward-Looking
Statements
Some of the statements contained in this proxy statement constitute forward
-looking
statements within the meaning of the federal securities laws. Forward
-looking
statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward
-looking
statements reflect the current views of Constellation with respect to, among other things, Constellation’s capital resources and results of operations. Likewise, Constellation’s financial statements and all of Constellation’s statements regarding market conditions and results of operations are forward
-looking
statements. In some cases, you can identify these forward
-looking
statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The forward
-looking
statements contained in this proxy statement reflect Constellation’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward
-looking
statement. Constellation does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward
-looking
statements:
•
Constellation’s ability to complete a Business Combination (as defined below);
•
the anticipated benefits of a Business Combination;
•
the volatility of the market price and liquidity of the Class A Ordinary Shares (as defined below) and other Securities (as defined below) of Constellation; and
•
the use of funds not held in the Trust Account (as defined below) or available to Constellation from interest income on the Trust Account balance.
While forward
-looking
statements reflect Constellation’s good faith beliefs, they are not guarantees of future performance. Constellation disclaims any obligation to publicly update or revise any forward
-looking
statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Constellation’s future results, performance or transactions to differ significantly from those expressed in any forward
-looking
statement, please see the section below entitled “
Risk Factors
” and Constellation’s Annual Report on Form 10
-K
for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the “
SEC
”) on March 29, 2024, subsequent Quarterly Reports on Form 10
-Q
filed with the SEC and in other reports Constellation files with the SEC. You should not place undue reliance on any forward
-looking
statements, which are based only on information currently available to Constellation (or to third parties making the forward
-looking
statements).
iii
In addition to the below risk factors, you should consider carefully all of the risks described in our (i) initial public offering prospectus filed with the SEC on January 28, 2021(the “Initial Public Offering”), (ii) Annual Report on Form 10
-K
for the year ended December 31, 2023, as filed with the SEC on March 29, 2024, (iii) Quarterly Reports on Form 10
-Q
subsequently filed with the SEC, and (iv) other reports we file with the SEC, before making a decision to invest in our Securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
There are no assurances that the Articles Extension (as defined below) will enable us to complete a Business Combination.
Approving the Articles Extension (as defined below) involves a number of risks. Even if the Articles Extension is approved, Constellation can provide no assurances that a Business Combination will be consummated prior to the Articles Extension Date (as defined below) or the relevant Additional Articles Extension Date (as defined below), if applicable. Our ability to consummate any Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Articles Extension is approved, Constellation expects to seek shareholder approval of a Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Articles Extension, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve a Business Combination. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
The ability of our public shareholders to exercise redemption rights if the Extension Amendment Proposal (as defined below) or the Founder Share Amendment Proposal (as defined below) is approved with respect to a large number of our Class A Ordinary Shares issued as part of the Units (as defined below) sold in Constellation’s Initial Public Offering (the “Public Shares”) may adversely affect the liquidity and trading of our securities and may impact our ability to complete a Business Combination.
Pursuant to our Memorandum and Articles of Association (as defined below), a public shareholder may request that the Company redeem all or a portion of such public shareholder’s Public Shares for cash if either the Extension Amendment Proposal or the Founder Share Amendment Proposal is approved. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our Public Shares may adversely affect the liquidity of our Class A Ordinary Shares and may leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Articles Extension and a Business Combination could exacerbate these risks. As a result, you may be unable to sell your Class A Ordinary Shares even if the per
-share
market price is higher than the per
-share
redemption price paid to public shareholders that elect to redeem their Public Shares if the Extension Amendment Proposal or the Founder Share Amendment Proposal are approved.
OTCQX may delist our securities from its exchange which could limit investors’ ability to make transactions in its securities and subject us to additional trading restrictions.
In accordance with Rule 1.3 of the
OTCQX Rules for U.S. Companies
, a company that is a special purpose acquisition company (“
SPAC
”), must enter into an agreement with a target company to engage in a de
-SPAC
transaction and complete such transaction within 18
months of initial quotation on the over
-the-counter
market, in accordance with Exchange Act Rule 15c2
-11
. As our units and Cl
ass A
Ordinary Shares are currently quoted on the OTCQX, if we are unable to complete a business combination by July
16, 2025 (18
months from our initial quotation), our securities would be delisted from the OTCQX and trade on the OTC Expert Market.
1
In addition, after the Shareholder Meeting, we may be required to demonstrate compliance with the OTCQX’s continued trading requirements in order to maintain the listing of our securities on the OTCQX. Such continued trading requirements for our securities include, among other things, having a minimum bid price of $0.10 per share as of the close of business for at least one of every 30 consecutive calendar days and market capitalization of at least $5
million for at least one of every 30 consecutive calendar days.
If our securities are delisted from trading on the OTCQX our shareholder’s ability to make transactions in our securities could be limited and subject us to additional trading restrictions. The trading of our securities on the OTC Expert Market may result in a less liquid market available for existing and potential shareholders as trading is not available for retail investors, could depress the price of our securities and could have a long
-term
adverse impact on our ability to raise capital. When fewer shares of a security are being traded on the OTC Expert Markets, volatility of prices may increase, and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes of our securities, there may be a lower likelihood that orders for shares of our units or Clas
s A
Ordinary Shares will be executed.
NYSE delisted Constellation’s securities from its exchange after Constellation’s voluntary request which could limit investors’ ability to make transactions in its securities and subject Constellation to additional trading restrictions.
On December 20, 2023, Constellation announced its intention to voluntarily delist its Class A Ordinary Shares, redeemable warrants, each one whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 (the “
Warrants
”), and units, each consisting of one Class A Ordinary Share and one
-third
of one redeemable warrant (the “
Units
” and together with the Ordinary Shares (as defined below) and the Warrants, the “
Securities
” or “
securities
”), from NYSE and its filing of an application to have its Securities quoted on the OTCQX. The Board approved the voluntary delisting on December 20, 2023 and the Company provided notice of the voluntary delisting to NYSE on December 20, 2023.
On January 16, 2024, Constellation voluntarily delisted its Securities from NYSE and began trading its Securities on OTCQX. The Ordinary Shares are quoted on the OTCQX under its trading symbol “CSTAF,” the Warrants are quoted on the OTCQB® Venture Market (“
OTCQB
” and with OTCQX, “
OTC
”) under its trading symbol “CSTWF” and the Units are quoted on the OTCQX under its trading symbol “CSTUF.”
On OTC, Constellation remains subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended. Shareholders of Constellation will not be required to exchange any Securities, and the Company expects electronic trading to be available without any material disruption. Since our Securities trade on OTC, we could face significant material adverse consequences, including:
•
a limited availability of market quotations for our securities;
•
reduced liquidity for our securities;
•
a determination that our Public Shares are “penny stocks” which will require brokers trading in our securities to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
•
a decreased ability to issue additional securities or obtain additional financing in the future; and
•
a less attractive acquisition vehicle to a target business in connection with an initial Business Combination.
Since we are no longer listed on NYSE, our securities do not qualify as covered securities under such statute and we are subject to regulation in each state in which we offer our securities. In addition, because our securities were delisted from NYSE and are no longer listed on a national securities exchange, we may be less attractive to potential Business Combination targets and thereby adversely affect our ability to complete a Business Combination.
2
Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination.
We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and non
-U
.S. jurisdictions. In particular, we are required to comply with certain SEC and other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post
-Business
Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination. The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial Business Combination, including the 2024 SPAC Rules (as defined below) described below.
The SEC has recently issued final rules relating to certain activities of SPACs. Certain of the procedures that we or others may determine to undertake in connection with such rules may increase our costs and the time needed to complete a Business Combination.
On January 24, 2024, the SEC issued final rules (the “
2024 SPAC Rules
”), which became effective on July 1, 2024, that formally adopted some of the SEC’s proposed rules for SPACs that were released on March 30, 2022. The 2024 SPAC Rules, among other items, impose additional disclosure requirements in initial public offerings by SPACs and business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings including requiring disclosure of all material bases of the projections and all material assumptions underlying the projections; increase the potential liability of certain participants in proposed business combination transactions; and could impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “
Investment Company Act
”). The 2024 SPAC Rules may materially adversely affect our business, including our ability to negotiate and complete, and the costs associated with, our initial Business Combination and results of operations.
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate Constellation.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
•
restrictions on the nature of our investments; and
•
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.
In addition, we may have imposed upon us burdensome requirements, including:
•
registration as an investment company with the SEC;
•
adoption of a specific form of corporate structure; and
•
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
3
In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a Business Combination and thereafter to operate the post
-transaction
business or assets for the long term. We do not spend a considerable amount of time actively managing the assets in the Trust Account for the primary purpose of achieving investment returns. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our activities subject us to the Investment Company Act. Initially, the funds in the Trust Account had, since our Initial Public Offering (as defined below) been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a
-7
under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account and instructed the trustee with respect to the Trust Account, to maintain the funds in the Trust Account in cash in an interest
-bearing
demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. Therefore, by restricting the investments of the proceeds from the Initial Public Offering that are held in our Trust Account, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act.
Our securities are not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with the implementation by the directors of, following a shareholder vote, an amendment to our Memorandum and Articles of Association (A) to modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial business combination or to redeem 100% of our Public Shares if we have not consummated our initial business combination by the Termination Date (as defined below) or (B) with respect to any other provisions relating to shareholders’ rights or pre
-initial
business combination activity; or (iii) absent an initial business combination by the Termination Date, our return of the funds held in the Trust Account to holders of our Public Shares as part of our redemption of the Public Shares.
In the adopting release for the 2024 SPAC Rules, the SEC provided guidance that a SPAC’s potential status as an “investment company” depends on a variety of factors, such as a SPAC’s duration, asset composition, business purpose and activities and “is a question of facts and circumstances” requiring individualized analysis. If we were deemed to be subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. Unless we are able to modify our activities so that we would not be deemed an investment company, we would either register as an investment company or wind down and abandon our efforts to complete an initial business combination and instead liquidate and dissolve in accordance with our Memorandum and Articles of Association.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we have instructed Continental Stock Transfer Trust Company (“Continental”) to liquidate the Securities held in the Trust Account and instead hold all funds in the Trust Account in cash in an
interest-bearing
demand deposit account until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following such change, we will likely receive minimal interest on the funds held in the Trust Account, which would reduce the dollar amount that our public shareholders would receive upon any redemption or our liquidation of Constellation.
Initially, the funds in the Trust Account had, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a
-7
under the Investment
4
Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account and instructed Continental, the trustee with respect to the Trust Account, to maintain the funds in the trust account in cash in an interest
-bearing
demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or the liquidation of Constellation. Interest on such deposit account is currently approximately 3.5% per annum, but such deposit account carries a variable rate and Constellation cannot assure you that such rate will not decrease or increase significantly.
5
Questions and Answers About the Shareholder Meeting
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Shareholder Meeting and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not include all the information that is important to Constellation shareholders. Shareholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposal to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be held on January
27, 2025, at 1:30 p.m., Eastern Time. The Shareholder Meeting will be held at the offices of Kirkland Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You can participate in the meeting, vote, and submit questions via live webcast by visiting
https:
//
www.cstproxy.com
/
constellationacquisition/2025
.
Q:
Why am I receiving this proxy statement?
A:
Constellation is a blank check company incorporated as a Cayman Islands exempted company on November 20, 2020. Constellation was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses or entities.
Following the closing of Constellation’s Initial Public Offering, including the partial exercise of the underwriters’ over
-allotment
option, an amount of $310,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of private placement warrants (the “
Private Placement Warrants
”) to Constellation Sponsor LP, a Delaware limited partnership (the “
Sponsor
”) was placed in a trust account established at the consummation of the Initial Public Offering that holds the proceeds of the Initial Public Offering (the “
Trust Account
”).
On January 27, 2023, Constellation held an extraordinary general meeting of shareholders (the “
First Extension Meeting
”) to amend Constellation’s Memorandum and Articles of Association (to extend the date by which Constellation has to consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow Constellation without another shareholder vote to elect to extend its termination date on a monthly basis for up to nine times by an additional one month each time until January 29, 2024. In connection with the First Extension Meeting, the holders of 26,506,157 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.17 per share, for an aggregate redemption amount of approximately $269,485,746. Following the First Extension Meeting, Constellation had elected, on a monthly basis, to further extend its termination date to January 29, 2024.
On January 29, 2024, Constellation held an extraordinary general meeting of shareholders (the “
Second Extension Meeting
”) to amend Constellation’s Memorandum and Articles of Association (to extend the date by which Constellation has to consummate a Business Combination from January 29, 2024 to February 29, 2024 and to allow Constellation without another shareholder vote to elect to extend its termination date on a monthly basis for up to eleven times by an additional one month each time until January 29, 2025. In connection with the Second Extension Meeting, the holders of 2,126,159 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533. Following the Second Extension Meeting, Constellation had elected, on a monthly basis, to further extend its Termination Date to January 29, 2025.
On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 Class B Ordinary Shares (as defined below) into Class A Ordinary Shares on a one
-for
-one
basis (the “
Class B Conversion
”). The Sponsor waived any right to receive funds from the Company’s trust account with respect to the Class A Ordinary Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B Ordinary Shares under the terms of that certain letter agreement, dated as of January 26, 2021, by and among the Company and its Initial Shareholders (as defined below), directors and officers (as further amended by and among, the Company, its directors and officers, the Sponsor and other parties thereto, on January 30, 2023) (the “
Letter Agreement
”).
6
Like most blank check companies, Constellation’s amended and restated memorandum and articles of association (the “
Memorandum and Articles of Association
”) provide for the return of the Initial Public Offering proceeds held in the Trust Account to the holders of Class A Ordinary Shares sold in the Initial Public Offering if there is no qualifying Business Combination(s) consummated on or before January 29, 2025 (the “
Termination Date
”).
Without the Articles Extension (as defined below), Constellation believes that Constellation will not, despite its best efforts, be able to complete an initial business combination (a “
Business Combination
”) on or before January 29, 2025. The Board of Constellation believes that it is in the best interests of Constellation’s shareholders to continue Constellation’s existence until February
29, 2025 and, if necessary, for a total of an additional eleven one
-month
extensions until January
29, 2026 in order to allow Constellation additional time to complete a Business Combination and is therefore holding this Shareholder Meeting.
Q:
When and where will the Shareholder Meeting be held?
A:
The Shareholder Meeting will be held on January
27, 2025, at 1:30 p.m., Eastern Time, at the offices of Kirkland Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may or adjourned.
Shareholders may attend the Shareholder Meeting in person. However, we encourage you to attend the Shareholder Meeting virtually. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Constellation’s Chief Executive Officer at ir@constellationacquisition.com by 1:30 p.m., Eastern Time, on January
23, 2025 (two business days prior to the initially scheduled meeting date). You can participate in the meeting, vote, and submit questions via live webcast by visiting
https:
//
www.cstproxy.com
/
constellationacquisition/2025
.
Q:
How do I vote?
A:
If you were a holder of record of Class A ordinary shares, par value of US$0.0001 per share (the “
Class A Ordinary Shares
”), or Class B ordinary shares, par value US$0.0001 per share (the “
Class B Ordinary Shares,
” and together with the Class A Ordinary Shares, the “
Ordinary Shares
”) on January 2, 2025, the record date (the “
Record Date
”) for the Shareholder Meeting, you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage
-paid
envelope provided.
Voting by Mail.
By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on January
24, 2025.
Voting in Person at the Meeting.
If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.
Voting Electronically.
You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting
https:
//
www.cstproxy.com
/
constellationacquisition/2025
and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.
7
Q:
How do I attend the virtual Shareholder Meeting?
A:
If you are a registered shareholder, you will receive a proxy card from Continental (the “
Transfer Agent
”). The form contains instructions on how to attend the virtual Shareholder Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent at 917
-262-2373
, or email proxy@continentalstock.com.
You can pre
-register
to attend the virtual Shareholder Meeting starting January
22, 2025 at 1:30 p.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser
http
s://www.cstproxy.com/
constellationacquisition/2025
, enter your control number, name and email address. Once you pre
-register
you can vote or enter questions in the chat box. At the start of the Shareholder Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.
Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have access to Internet, you can listen only to the meeting by dialing +1 800
-450-7155
(or +1 857
-999-9155
if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 8026952#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.
Q:
What are the specific proposals on which I am being asked to vote at the Shareholder Meeting?
A:
Constellation shareholders are being asked to consider and vote on the following proposals:
1.
Proposal No. 1 — Extension Amendment Proposal —
To amend, by way of special resolution, Constellation’s Memorandum and Articles of Association to extend the Termination Date by which Constellation has to consummate a Business Combination (the “
Articles Extension
”) from January 29, 2025 (the “
Original Termination Date
”) to February
29, 2025 (the “
Articles Extension Date
”) and to allow Constellation, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of Constellation’s Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January
29, 2026 (each, an “
Additional Articles Extension Date
”), or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “
Extension Amendment Proposal
”);
2.
Proposal No. 2 — Founder Share Amendment Proposal —
To amend, by way of special resolution, Constellation’s Memorandum and Articles of Association (the “
Founder Share Amendment
,” and such proposal, the “
Founder Share Amendment Proposal
”) to permit for the issuance of Class A Ordinary Shares to holders of the Company’s Class B Ordinary Shares upon the exercise of the right of a holder of the Class B Ordinary Shares to convert such holder’s Class B Ordinary Shares into Class A Ordinary Shares on a one
-for
-one
basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder; and
3.
Proposal No. 3 — Adjournment Proposal —
To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares and Class B Ordinary Shares in the capital of Constellation represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, (ii) where Constellation would not adhere to the initial or continued trading requirements of the OTC or (iii) where the Board has determined it is otherwise necessary (the “
Adjournment Proposal
”).
8
If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Sponsor (or one or more of its affiliates, members or third
-party
designees) (the “
Lender
”) shall make a deposit into the Trust Account (as defined below) of $5,000, in exchange for a non
-interest
bearing, unsecured promissory note issued by Constellation to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Constellation has not consummated a Business Combination by February
29, 2025, without approval of Constellation’s public shareholders, Constellation may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to twelve additional months to complete a Business Combination), provided that the Lender will deposit $5,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $55,000 (if all eleven additional monthly extensions are exercised), in exchange for a non
-interest
bearing, unsecured promissory note issued by Constellation to the Lender. If Constellation completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under this and other existing promissory notes. If Constellation does not complete a Business Combination by the applicable Termination Date, such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
For more information, please see “Proposal No. 1 — The Extension Amendment Proposal,” “Proposal No. 2
—
The Founder Share Amendment Proposal” and “Proposal No. 3 — The Adjournment Proposal.”
After careful consideration, Constellation’s Board has unanimously determined that the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal are in the best interests of Constellation and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.
Our directors and officers have personal and financial interests that may result in conflicts of interest, including a conflict between what may be in the best interests of Constellation and its shareholders and what may be best for a director’s personal or financial interests when determining to recommend that shareholders vote for the proposals. See the sections titled “
Proposal No 1 — The Extension Amendment Proposal — Interests of the Sponsor and Constellation’s Directors and Officers,
” “
Proposal No 2 — Founder Share Amendment Proposal — Interests of the Sponsor and Constellation’s Directors and Officers
” and “
Beneficial Ownership of Securities
” for a further discussion of these considerations.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.
Q:
Am I being asked to vote on a proposal to elect directors?
A:
No. Holders of Public Shares are not being asked to vote on the election of directors at this time.
Q:
Are the proposals conditioned on one another?
A:
Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension.
If the Articles Extension is implemented and one or more Constellation shareholders elect to redeem their Public Shares pursuant to the redemption, Constellation will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, including interest earned on the funds held in the Trust Account and not previously released to Constellation to pay its taxes, and retain the remainder of the funds in the Trust Account for Constellation’s use in connection with consummating a Business Combination, subject to the redemption rights of holders of Public Shares in connection with a Business Combination.
9
The Adjournment Proposal is conditional on Constellation not obtaining the necessary votes for approving the Extension Amendment Proposal and the Founder Share Amendment Proposal prior to the Shareholder Meeting in order to seek additional time to obtain sufficient votes in support of the Articles Extension and the Founder Share Amendment, if due to redemptions in connection with the Articles Extension, Constellation would not adhere to the continued trading requirements of the OTC, or if the Board has determined it is otherwise necessary. If the Extension Amendment Proposal and the Founder Share Amendment Proposal are approved at the Shareholder Meeting, the Adjournment Proposal will not be presented.
Q:
Why is Constellation proposing the Extension Amendment Proposal?
A:
Constellation’s Memorandum and Articles of Association provide for the return of the Initial Public Offering proceeds held in trust to the holders of Public Shares sold in the Initial Public Offering if there is no qualifying Business Combination consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal is to allow Constellation additional time to complete a Business Combination.
Without the Articles Extension, Constellation believes that Constellation will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Constellation would be forced to liquidate.
Q:
Why is Constellation proposing the Founder Share Amendment Proposal?
A:
Constellation’s Memorandum and Articles of Association provides that, after the Initial Public Offering, and prior to the consummation of an initial Business Combination, the Company cannot issue additional shares or any other securities that would entitle holders thereof to (a) receive funds from the Trust Account or (b) vote as a class with Public Shares (i) on the Company’s initial Business Combination or on any other proposal presented prior to or in connection with the completion of an initial Business Combination; or (ii) to approve an amendment to the Memorandum and Articles of Association to (x) extend the time the Company has to consummate a business combination beyond 24 months from the closing of the Initial Public Offering or (y) amend Article 49.10. The purpose of the Founder Share Amendment Proposal is to permit for the issuance of Class A Ordinary Shares to holders of the Company’s Class B Ordinary Shares, upon the exercise of the right of a holder of the Class B Ordinary Shares to convert such holder’s Class B Ordinary Shares into Class A Ordinary Shares on a one
-for
-one
basis at any time and from time to time prior to the closing of an initial Business Combination at the election of the holder.
Without the Founder Share Amendment, Constellation believes that it will not have sufficient share capital to maintain the trading requirements of OTC and will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Constellation would be forced to liquidate.
Q:
Why is Constellation proposing the Adjournment Proposal?
A:
If (i) either the Extension Amendment Proposal or the Founder Share Amendment Proposal is not approved by Constellation’s shareholders, (ii) due to redemptions in connection with the Articles Extension, Constellation would not adhere to the continued trading requirements of the OTC or (iii) the Board has determined it is otherwise necessary, Constellation may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension Amendment Proposal and the Founder Share Amendment Proposal or to allow public shareholders time to reverse their redemption requests with the Articles Extension. If the Adjournment Proposal is not approved by Constellation’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date or dates in the event that there are insufficient votes at the Shareholder Meeting to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal or if due to redemptions in connection with the Articles Extension, Constellation would not adhere to the continued trading requirements of the OTC.
Q:
What constitutes a quorum?
A:
A quorum of our shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders holding a majority of the Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions and broker non
-votes
will be considered present for the purposes of establishing a quorum. The initial shareholder of Constellation, including the Sponsor and certain of Constellation’s officers and directors
10
(the “
Initial Shareholders
”) who own 76.6% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, no additional Ordinary Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum. Because all of the proposals to be voted on at the Shareholder Meeting are “non
-routine
” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so Constellation does not expect there to be any broker non
-votes
at the Shareholder Meeting.
Q:
What vote is required to approve the proposals presented at the Shareholder Meeting?
A:
The approval of each of the Extension Amendment Proposal and the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two
-thirds
(2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Q:
How will the Initial Shareholders vote?
A:
The Initial Shareholders intend to vote any Ordinary Shares over which they have voting control in favor of the Extension Amendment Proposal, the Founder Share Amendment Proposal and, if necessary, the Adjournment Proposal.
The Initial Shareholders are not entitled to redeem any Ordinary Shares held by them in connection with the Extension Amendment Proposal and the Founder Share Amendment Proposal. On the Record Date, the Initial Shareholders beneficially owned and were entitled to vote 7,750,000 Ordinary Shares, representing 76.6% of Constellation’s issued and outstanding Ordinary Shares.
Q:
Who is Constellation’s Sponsor?
A:
Constellation’s sponsor is Constellation Sponsor LP, a Delaware limited partnership. The Sponsor currently owns 7,750,000 Ordinary Shares and 5,466,667 Private Placement Warrants. The Sponsor is controlled by affiliates of Antarctica Capital Partners, LLC, including Antarctica Endurance Manager, LLC. There are three managers of Antarctica Endurance Manager, LLC: Chandra R. Patel, Richard C. David, and Jarett Goldman. Each manager has one vote, and the approval of a majority is required to approve an action of Antarctica Endurance Manager, LLC. Under the so
-called
“rule of three,” no individual manager has voting or dispositive control over any of the securities held by the Sponsor. Though the Sponsor is exclusively controlled by U.S. citizens and has its principal place of business in the U.S., it is possible that non
-U
.S. persons could be involved in our Business Combination, which may increase the risk that our Business Combination becomes subject to regulatory review, including a potential mandatory or voluntary review by the Committee on Foreign Investment in the United States (“
CFIUS
”). If our potential Business Combination falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with a Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing a Business Combination. If CFIUS reviews the Business Combination, CFIUS may decide to block, delay or impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company. A failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based on the national security considerations presented by an investment target may expose the Sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a Business Combination post
-closing
.
Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete a Business Combination by February
29, 2025 (or up to January
29, 2026 if extended) because the transaction is still under review
11
or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive approximately $11.88 per Public Share (based on the redemption price on January
7, 2025, the most recent practicable date prior to the date of this proxy statement), and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
Q:
Why should I vote “FOR” the Extension Amendment Proposal?
A:
Constellation believes shareholders will benefit from Constellation consummating a Business Combination and is proposing the Extension Amendment Proposal to extend the date by which Constellation has to complete a Business Combination until the Articles Extension Date (or Additional Articles Extension Date, if applicable). Without the Articles Extension, Constellation believes that Constellation will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Constellation would be forced to liquidate.
Q:
Why should I vote “FOR” the Founder Share Amendment Proposal?
A:
The purpose of the Founder Share Amendment Proposal is to provide the holders of the Class B Ordinary Shares with the flexibility to assist Constellation in retaining investors and meeting the trading requirements of its Class A Ordinary Shares if necessary in connection with the Extension Amendment Proposal and the consummation of a Business Combination. This flexibility may benefit Constellation in retaining investors. The Sponsor will not be entitled to receive any monies held in the Trust Account as a result of its ownership of any Class A Ordinary Shares.
Q:
Why should I vote “FOR” the Adjournment Proposal?
A:
If the Adjournment Proposal is not approved by Constellation’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date or dates in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal or to allow public shareholders time to reverse their redemption requests in connection with the Articles Extension or as otherwise required.
Q:
What if I do not want to vote “FOR” the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Adjournment Proposal?
A:
If you do not want the Extension Amendment Proposal, the Founder Share Amendment Proposal, or the Adjournment Proposal to be approved, you may “ABSTAIN,” not vote, or vote “AGAINST” such proposal.
If you attend the Shareholder Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Adjournment Proposal (as the case may be) are approved.
However, if you fail to attend the Shareholder Meeting in person or by proxy, or if you do attend the Shareholder Meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Shareholder Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes.
If the Extension Amendment Proposal and the Founder Share Amendment Proposal are approved, or if the Extension Amendment Proposal is approved and following redemptions in connection with the Articles Extension and the Founder Share Amendment Proposal, Constellation adheres to the initial or continued trading requirements of the OTC, then the Adjournment Proposal will not be presented for a vote.
12
Q:
How are the funds in the Trust Account currently being held?
A:
With respect to the regulation of SPACs like the Company, on January 24, 2024, the SEC issued the 2024 SPAC Rules, which became effective on July 1, 2024, that formally adopted some of the SEC’s proposed rules for SPACs that were released on March 30, 2022. The 2024 SPAC Rules, among other items, could impact the extent to which SPACs could become subject to regulation under the Investment Company Act. To mitigate the risk of being viewed as operating an unregistered investment company, Constellation instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash in an interest
-bearing
demand deposit account at a bank until the earlier of Constellation’s consummation of a Business Combination or liquidation. Interest on such deposit account is currently approximately 3.5% per annum, but such deposit account carries a variable rate and Constellation cannot assure you that such rate will not decrease or increase significantly. See “
Risk Factors — If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate Constellation.
”
Q:
Will we seek any further extensions to liquidate the Trust Account?
A:
Other than as described in this proxy statement, Constellation does not currently anticipate seeking any further extension to consummate a Business Combination, but may do so in the future.
Q:
What happens if the Extension Amendment Proposal is not approved?
A:
If there are insufficient votes to approve the Extension Amendment Proposal, Constellation may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Articles Extension.
If the Extension Amendment Proposal is not approved and a Business Combination is not completed on or before the Termination Date, then as contemplated by and in accordance with the Memorandum and Articles of Association, Constellation will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per
-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Constellation (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the total number of the then
-outstanding
Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Constellation’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Constellation’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to Constellation’s Warrants, which will expire worthless in the event Constellation dissolves and liquidates the Trust Account.
The Initial Shareholders of Constellation waived their rights to participate in any liquidation distribution with respect to the 7,750,000 Ordinary Shares held by them.
Q:
If the Extension Amendment Proposal is approved, what happens next?
A:
If the Extension Amendment Proposal is approved, Constellation will continue to attempt to consummate a Business Combination until the Articles Extension Date. Constellation will procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the Extension Amendment Proposal are made and will continue its efforts to obtain approval of a Business Combination at an extraordinary general meeting and consummate the closing of a Business Combination on or before the Articles Extension Date.
13
If the Extension Amendment Proposal is approved and the Articles Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Constellation held by the Initial Shareholders.
Q:
What happens if the Founder Share Amendment Proposal is not approved?
A:
The Board will abandon the Founder Share Amendment if our shareholders do not approve the proposal. If the Founder Share Amendment Proposal is not approved, we believe it may reduce our flexibility to maintain a listing of our Class A Ordinary Shares.
Q:
If I vote for or against the Extension Amendment Proposal, do I need to request that my shares be redeemed?
A:
Yes. Whether you vote “for” or “against” the Extension Amendment Proposal or the Founder Share Amendment Proposal or do not vote at all, you may elect to redeem your shares. However, you will need to submit a redemption request for your shares if you choose to redeem.
Q:
What amount will holders receive upon consummation of a Business Combination or liquidation if the Extension Amendment Proposal is approved?
A:
If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account of $5,000, in exchange for a non
-interest
bearing, unsecured promissory note issued by Constellation to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Constellation has not consummated a Business Combination by February
29, 2025, without approval of Constellation’s public shareholders, Constellation may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $5,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $55,000 (if all eleven additional monthly extensions are exercised), in exchange for a non
-interest
bearing, unsecured promissory note issued by Constellation to the Lender. If Constellation completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under this and existing promissory notes. If Constellation does not complete a Business Combination by the applicable Termination Date, such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
Q:
Am I being asked to vote on a Business Combination at this Shareholder Meeting?
A:
No. You are not being asked to vote on a Business Combination at this time. If the Articles Extension is implemented and you do not elect to redeem your Public Shares, provided that you are a shareholder on the Record Date for the shareholder meeting to consider a Business Combination, you will be entitled to vote on a Business Combination when it is submitted to shareholders and will retain the right to redeem your Public Shares for cash in connection with a Business Combination or liquidation.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your Public Shares on the Extension Amendment Proposal, the Founder Share Amendment Proposal (for or against) or any other proposal described by this proxy statement. As a result, the Articles Extension can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of OTC.
14
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. Shareholders may send a later
-dated
, signed proxy card to Constellation at 200 Park Avenue, 32
nd
Floor, New York, NY 10166 so that it is received by Constellation prior to the vote at the Shareholder Meeting (which is scheduled to take place on January
27, 2025) or attend the Shareholder Meeting in person (which would include presence at the virtual Shareholder Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Constellation’s Chief Executive Officer, which must be received by Constellation’s Chief Executive Officer prior to the vote at the Shareholder Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q:
How are votes counted?
A:
Votes will be counted by the inspector of election appointed for the Shareholder Meeting, who will separately count “FOR,” “AGAINST,” and “ABSTAIN” votes and broker non
-votes
. The approval of the each of Extension Amendment Proposal and the Founder Share Amendment proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two
-thirds
(2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Shareholders who attend the Shareholder Meeting, either in person or by proxy (or, if a corporation or other non
-natural
person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Shareholder Meeting. The presence, in person or by proxy or by duly authorized representative, at the Shareholder Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Shareholder Meeting shall constitute a quorum for the Shareholder Meeting.
At the Shareholder Meeting, only those votes which are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes.
Abstentions and broker non
-votes
will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Constellation or by voting online at the Shareholder Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.
If you are a Constellation shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Extension Amendment Proposal, the Founder Share Amendment Proposal, or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Shareholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.
15
Q:
Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal?
A:
Yes. After careful consideration of the terms and conditions of each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal, the Board has determined that each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal is in the best interests of Constellation and its shareholders. The Board recommends that Constellation’s shareholders vote “FOR” the Extension Amendment Proposal, “FOR” the Founder Share Amendment Proposal and “FOR” the Adjournment Proposal.
Q:
What interests do Constellation’s directors and officers have in the approval of the Extension Amendment Proposal?
A:
Constellation’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Class B Ordinary Shares and Private Placement Warrants. See the section entitled “
Proposal No 1 — The Extension Amendment Proposal — Interests of the Sponsor and Constellation’s Directors and Officers
” in this proxy statement.
Q:
What interests do Constellation’s directors and officers have in the approval of the Founder Share Amendment Proposal?
A:
Constellation’s directors and officers have interests in the Founder Shares Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Class B Ordinary Shares and Private Placement Warrants. See the section entitled “
Proposal No 2 — The Founder Share Amendment Proposal — Interests of the Sponsor, Constellation’s Directors, and Officers
” in this proxy statement.
Q:
Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal or the Founder Share Amendment Proposal?
A:
No. There are no appraisal rights available to Constellation’s shareholders in connection with the Extension Amendment Proposal or the Founder Share Amendment Proposal. There are no dissenters’ rights available to Constellation’s shareholders in connection with the Extension Amendment Proposal or the Founder Share Amendment Proposal under Cayman Islands law. However, you may elect to have your shares redeemed in connection with the adoption of the Extension Amendment Proposal or the Founder Share Amendment Proposal as described under “How do I exercise my redemption rights” below.
Q:
If I am a Public Warrant (as defined below) holder, can I exercise redemption rights with respect to my Public Warrants?
A:
No. The holders of warrants issued in connection with the Initial Public Offering (with a whole warrant representing the right to acquire one Class A Ordinary Share at an exercise price of $11.50 per share) (the “
Public Warrants
”) have no redemption rights with respect to such Public Warrants.
Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement and to consider how the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
16
Q:
How do I exercise my redemption rights?
A:
If you are a holder of Class A Ordinary Shares and wish to exercise your right to redeem your Class A Ordinary Shares, you must:
I.
(a) hold Class A Ordinary Shares or (b) hold Class A Ordinary Shares through Units and elect to separate your Units into the underlying Class A Ordinary Shares and Public Warrants prior to exercising your redemption rights with respect to the Class A Ordinary Shares; and
II.
prior to 5:00 p.m., Eastern Time, on January
23, 2025 (two business days prior to the initially scheduled date of the Shareholder Meeting) (a) submit a written request to the Transfer Agent that Constellation redeem your Class A Ordinary Shares for cash and (b) tender or deliver your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) to the Transfer Agent, physically or electronically through the Depository Trust Company (“
DTC
”).
The address of the Transfer Agent is listed under the question “
Who can help answer my questions?
” below.
Holders of Units must elect to separate the underlying Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Class A Ordinary Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.
In connection with the approval of the Extension Amendment Proposal and the Founder Share Amendment Proposal, any holder of Class A Ordinary Shares will be entitled to request that their Class A Ordinary Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Shareholder Meeting, including interest earned on the funds held in the Trust Account, and not previously released to Constellation to pay its taxes, divided by the number of then
-outstanding
Class A Ordinary Shares. As of January
7, 2025, the most recent practicable date prior to the date of this proxy statement, this would have amounted to approximately $11.88 per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to public shareholders electing to redeem their Class A Ordinary Shares will be distributed promptly after the Shareholder Meeting.
Any request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part). If you tender or deliver your shares (and share certificates (if any) and other redemption forms) for redemption to the Transfer Agent and later decide prior to the Shareholder Meeting not to elect redemption, you may request that Constellation instruct the Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.
Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with the consent of the Board. No request for redemption will be honored unless the holder’s shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on January
23, 2025 (two business days prior to the initially scheduled date of the Shareholder Meeting).
If a holder of Class A Ordinary Shares properly makes a request for redemption and the Class A Ordinary Shares (and share certificates (if any) and other redemption forms) are tendered or delivered as described above, then, Constellation will redeem Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Shareholder Meeting. If you are a holder of Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold.
17
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
The U.S. federal income tax consequences of exercising your redemption rights will depend on your particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non
-U
.S. income and other tax laws in light of your particular circumstances. For additional discussion of certain material U.S. federal income tax considerations with respect to the exercise of these redemption rights, see “
Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights
.”
Q:
What should I do if I receive more than one set of voting materials for the Shareholder Meeting?
A:
You may receive more than one set of voting materials for the Shareholder Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the Shareholder Meeting?
A:
Constellation will pay the cost of soliciting proxies for the Shareholder Meeting. Constellation has engaged Sodali Co (“
Sodali Co
”) to assist in the solicitation of proxies for the Shareholder Meeting. Constellation will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of Constellation may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.
Q:
Who can help answer my questions?
A:
If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:
Sodali Co
You also may obtain additional information about Constellation from documents filed with the SEC by following the instructions in the section titled “
Where You Can Find More Information.
” If you are a holder of Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to tender or deliver your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on January
23, 2025 (two business days prior to the initially scheduled date of the Shareholder Meeting). If you have questions regarding the certification of your position tendering or delivery of your shares, please contact:
Continental Stock Transfer Trust Company
18
Extraordinary General Meeting OF CONSTELLATION SHAREHOLDERS
This proxy statement is being provided to Constellation shareholders as part of a solicitation of proxies by the Board for use at the Shareholder Meeting of Constellation shareholders to be held on January
27, 2025, and at any adjournment thereof. This proxy statement contains important information regarding the Shareholder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement is being first mailed on or about January
10, 2025, to all shareholders of record of Constellation as of January 2, 2025, the Record Date for the Shareholder Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Shareholder Meeting.
Date, Time and Place of Shareholder Meeting
The Shareholder Meeting will be held on January
27, 2025 at 1:30 p.m., Eastern Time, at the offices of Kirkland Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
Shareholders may attend the Shareholder Meeting in person. However, we encourage you to attend the Shareholder Meeting virtually. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Constellation’s Chief Executive Officer at ir@constellationacquisition.com by 1:30 p.m., Eastern Time, on January
23, 2025 (two business days prior to the initially scheduled meeting date).
You can pre
-register
to attend the virtual Shareholder Meeting starting January
23, 2025 at 1:30 p.m., Eastern Time (two business days prior to the meeting date). Enter the URL address into your browser
https://www.cstproxy.com/
constellationacquisition/2025
, enter your control number, name and email address. Once you pre
-register
you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.
Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at 917
-262-2373
, or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have access to the Internet, you can listen only to the meeting by dialing +1 800
-450-7155
(or +1 857
-999-9155
if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 8026952#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.
The Proposals at the Shareholder Meeting
At the Shareholder Meeting, Constellation shareholders will consider and vote on the following proposals:
1.
Proposal No. 1 — Extension Amendment Proposal
— To amend, by way of special resolution, Constellation’s Memorandum and Articles of Association to extend the Termination Date for the Articles Extension from the Original Termination Date to the Articles Extension Date and to allow Constellation, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of Constellation’s Board, if requested by the Sponsor, and upon five days’ advance notice prior to the Additional Articles Extension Date, or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto;
19
2.
Proposal No. 2 — Founder Share Amendment Proposal
— To amend, by way of special resolution, Constellation’s Memorandum and Articles of Association to permit for the issuance of Class A Ordinary Shares to holders of the Company’s Class B Ordinary Shares upon the exercise of the right of a holder of the Class B Ordinary Shares to convert such holder’s Class B Ordinary Shares into Class A Ordinary Shares on a one
-for
-one
basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder; and;
3.
Proposal No. 3 — Adjournment Proposal —
To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares and Class B Ordinary Shares in the capital of Constellation represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, (ii) where Constellation would not adhere to the initial or continued trading requirements of the OTC or (iii) where the Board has determined it is otherwise necessary.
If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account of $5,000, in exchange for a non
-interest
bearing, unsecured promissory note issued by Constellation to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Constellation has not consummated a Business Combination by February
29, 2025, without approval of Constellation’s public shareholders, Constellation may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $5,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $55,000 (if all eleven additional monthly extensions are exercised), in exchange for a non
-interest
bearing, unsecured promissory note issued by Constellation to the Lender. If Constellation completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory notes. If Constellation does not complete a Business Combination by the applicable Termination Date, such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
Voting Power; Record Date
As a shareholder of Constellation, you have a right to vote on certain matters affecting Constellation. The proposals that will be presented at the Shareholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Shareholder Meeting if you owned Ordinary Shares at the close of business on January 2, 2025, which is the Record Date for the Shareholder Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 10,117,684 issued and outstanding Ordinary Shares, of which 9,967,684 Class A Ordinary Shares are held by Constellation public shareholders and 150,000 Class B Ordinary Shares are held by the Initial Shareholders.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS
20
Quorum
The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders holding a majority of the Ordinary Shares at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions and broker non
-votes
will be considered present for the purposes of establishing a quorum. The Initial Shareholders, who own 76.6% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Initial Shareholders, no additional Ordinary Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.
Abstentions and Broker
Non-Votes
Abstentions and broker non
-votes
will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of any of the proposals voted upon at the Shareholder Meeting.
We believe that all of the proposals to be voted on at the Shareholder Meeting will be considered non
-routine
matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the Shareholder Meeting without your instruction.
Because all of the proposals to be voted on at the Shareholder Meeting are “non
-routine
” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so Constellation does not expect there to be any broker non
-votes
at the Shareholder Meeting.
Vote Required for Approval
The approval of each of the Extension Amendment Proposal and the Founder Shares Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two
-thirds
(2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
The Initial Shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement, the Initial Shareholders own 76.6% of the issued and outstanding Ordinary Shares.
The following table reflects the number of additional Public Shares required to approve each proposal:
200 Park Avenue, 32
nd
Floor
New York, NY 10166
OF CONSTELLATION ACQUISITION CORP I
TO BE HELD ON JANUARY
27
, 2025
PROXY STATEMENT
FOR
EXTRAORDINARY GENERAL MEETING
TO BE HELD ON JANUARY
27
, 2025
333 Ludlow Street, 5
th
Floor, South Tower
Stamford, CT 06902
Individuals call toll
-free
(800) 662
-5200
Banks and brokers call (203) 658
-9400
Email: CSTA.info@investor.sodali.com
1 State Street Plaza, 30
th
Floor
New York, NY 10004
Attn: SPAC Redemption Team
E
-mail
: spacredemptions@continentalstock.com
THAT YOU VOTE “FOR” EACH OF THE PROPOSALS